To The 10th Power
by Akino Ame
Summary: Ten characters, ten "truths" about their lives. Some crack, some serious, some headcanon, some AU.
1. Ben

**1**

_**Storm**_

Even before Ra'ad, lightning's been a pretty common element in Ben's nightmares.

And why shouldn't it be? Lightning meant storms, which usually meant DNAliens, revealed by that streak of electricity. Ghostfreak's monster mash of aliens appeared with purple lightning. Lightning always meant danger.

It was like that in the dream too. It's hard to make sense of the details, but Ben thinks it took place while he was really young. There was a storm, and he was scared. And then there was darkness, and someone or something holding lightning right in front of his face.

The funny thing is that the dream was never really a nightmare until Ra'ad. After that, Ben started waking up in a cold sweat, numb in half-conscious fear. He'd rack his brain trying to figure out _why_, especially since the dream had always been so harmless before then.

But no matter how much his curiosity ate at him, he'd always have to give up just to get some restful sleep. Any soul-searching or quests for answers just weren't worth it in the end; recurring or not, a dream was a dream, and if it was tainted by Ra'ad's attacks, then that was just the answer he'd have to live with.

If he'd let himself think about it a little longer, however, he'd realize that the dreams started soon after he met Kevin in New York.

**2**

_**If Vilgax won…**_

Ben doesn't know how lucky he is that the Omnitrix refused to respond to him during the battle with Vilgax. If it had gone just as planned, things would be very different.

Vilgax was expecting Way Big or at the very least, Humongousaur. It was why he made sure to take Ultimos's power before coming to Earth. It would give him the edge he needed against a very tall opponent. Ben would be completely blindsided by the attack, hitting the ground and reverting to human form as Vilgax held his sword at his throat. Given the choice to surrender or die, Ben would glare daggers at Vilgax before Gwen and Kevin yelled at him to take the chance to yield. Ben would, no matter how much it killed him to say it.

Earth immediately became part of Vilgax's empire and when he was ready to take the Omnitrix, it was only some fast talking from Grandpa Max that saved the day. He insisted that because the Omnitrix was fused to Ben's wrist, it meant that it was a part of him and would have to remain with him in exile. Vilgax threatened to take it from Ben, but Max insisted that Ben was leaving peacefully and Vilgax's territory or not, if he attacked Ben now, the Plumbers would have to consider it attempted murder against a galactic citizen. Foiled by the very law he'd exploited to get this victory, Vilgax had no choice but to let Ben and the Omnitrix go, but he forbade Ben's friends and family from contacting him. Reiny offered to let Ben stay within the boundaries of the Highbreed Empire, and those on Earth had to deal with the terror of alien occupation.

A rebellion would quickly form on Earth, remaining underground and cut off from the Plumbers for their own safety. Unsurprisingly, the command included Gwen, Kevin, and Julie. Though racism would be in full swing on the planet, those three made sure that the Resistance welcomed aliens and half-aliens who hated Vilgax, insisting that it might help relations if they helped the humans free the planet. The aliens didn't really believe it, but they had little choice; Vilgax had ordered all Plumbers offworld, and they ran the risk of being deported at any moment with their parents. Max, however, was pretty much forced into retirement. Vilgax refused to deport him and had threatened to hold him as a political prisoner, as he was afraid that he would help Ben try to defeat him.

Ben heard a little bit here and there from Plumbers who were deported, and it gave him an idea. With Reiny's help, he researched the laws of the galaxy and learned that each of the planets Vilgax had conquered had an outstanding warrant for his arrest. Once he'd conquered them, however, the charges were dropped. The idea was half-baked, but Ben knew that if he was going to defeat Vilgax, he was going to have to fight fire with fire and use the law against him. With Reiny sponsoring him, he joined the Plumbers officially and began putting his plan into action, contacting exiled Plumbers and working out a loose alliance. It was dangerous, trying to bring down Vilgax when he had an entire empire behind him, but it didn't deter Ben in the least.

One of the Plumbers' kids would take the chance to be deported, passing along a message from the Resistance—that they could meet with Ben through the Null Void. Jumping at the chance, Ben took a few other Plumbers with him and met up with Gwen, Kevin, and Julie for the first time in months. Though they were glad to see him after so long, they had bad news—a Highbreed sleeper agent had been activated on Earth some weeks ago and in the battle to stop him, Grandpa Max had been killed. Worse, the entire Resistance was sure that Max's death could have been prevented if Vilgax hadn't barred any contact with the Highbreed Empire—specifically Ben and Reiny, who would have been able to neutralize the threat with a minimum of casualties. Devastated, Ben became more determined to defeat Vilgax and told them his plan. Naturally, they thought it was stupid, but they promised to keep an ear open for anyone outside the Vilgaxian Empire who might have a legal way to overthrow him.

The perfect opportunity came some months later, when Tetrax stole back the sacred crystal of Petropia from Vilgax. Afraid to go directly to the Highbreed homeworld and risk a war between the empires, he sought help from Azmuth, who reluctantly contacted Ben. Meeting on the neutral ground of Galvan Prime, Tetrax told Ben how Chromastone could restore his planet, and Ben realized that it meant there would be one free planet with the absolute worst crime Vilgax could be charged with. They began to head off to implement the plan, but Azmuth warned Ben that Vilgax would attack again and he risked creating a war between the Highbreed Empire and Vilgax's, which would surely destroy the Earth in the process. Ben asked how he could restore Petropia otherwise, and Azmuth separated Chromastone's template from the Omnitrix, allowing it to go in his place. The mission would end with Petropia restored but Tetrax killed protecting Chromastone—or rather, Sugilite—and Ben would ask why Azmuth refused to let him save his friends. Azmuth reiterated that Ben needed to protect the Omnitrix and Vilgax could not be allowed to possess it, and if it came to it, it would be better off destroyed than captured.

With Petropia restored, a formal complaint was raised to the Plumbers against Emperor Vilgax. A charge like genocide was one they could not ignore, and the governing councils weren't as willing to pardon him as they were with the Highbreed. The Plumbers outfitted themselves for a difficult arrest, and Ben's allies across the galaxy readied themselves for the final battle. The Petrosapiens and the Highbreed hid just outside the Solar System, a few sneaking to Earth to contact the Resistance so they'd be ready. Ben, however, was discouraged from joining the battle by all of his allies. He was still banished from the Vilgaxian Empire, and his presence would only make things worse. But as Ben found, when you had your helmet and a visor on, it was difficult to prove who was who. They managed to chase Vilgax to Earth, where the ambush was waiting. His ships clashed with the Highbreed Fleet, and the Emperor himself faced the Resistance, who were quickly backed up by one lone, nameless Plumber.

The battle was brutal, and the Resistance and the Plumber were hard-pressed to keep civilians out of harm's way. The Plumber was thrown aside, his helmet saving his life, though the visor shattered, revealing his distinctive green eyes. Vilgax recognized Ben immediately and grabbed him, ripping the armor right off his arm to get to the Omnitrix. He nearly took off Ben's arm entirely, had not Kevin jumped in and distracted him. Ben was able to pull his arm away, but Kevin was knocked unconscious by Vilgax. Remembering Azmuth's words, Ben shouted at Gwen to keep a shield over Kevin as he decoupled the Omnitrix. Setting it to self-destruct, he threw it at Vilgax. He braced himself for the explosion, but a Ship-armored Julie managed to get him out of the blast range just in time. The Omnitrix exploded, leaving Vilgax dazed, and Ben raced over to get the cuffs on him before he could recover.

When all was said and done and the Plumbers brought Vilgax to a transport ship, a large crowd of civilians and Resistance alike gathered to watch the tyrant be taken away. Naturally, the press decided this needed to be recorded for posterity, and a reporter asked who should take the credit for such a daring arrest. Without warning, Gwen and a once-again human Kevin pulled Ben out of the ranks and brought him forward. Hesitantly, Ben removed his helmet, much to the shock of many of his fellow Plumbers and Resistance, who cheered wildly.

It took some time before the legal mess was cleared enough for Ben to be allowed home again, but the courts were already leaning on his side, since he'd been acting as a Plumber during the arrest. They'd all been kicked off the planet; they figured they were allowed to be bitter. Azmuth visited Ben when he arrived home and called him out on his irresponsibility with the Omnitrix. Ben apologized for hacking it but not for the self-destruct. Azmuth agreed that that was the best decision and said that Max would have been proud of him, and so too was he. Grateful for the praise and forgiveness, Ben went silent for a moment before Azmuth admitted he had another reason for visiting him—Albedo had stolen one of his experiments, the Ultimatrix, and had fled to Earth, so he needed a Plumber to take care of the situation. And since whatever Albedo had done to it had undoubtedly made it useless to Azmuth, if it happened to end up in Ben's hands, he might as well just keep it. Grinning, Ben raced to meet with Gwen and Kevin, unable to know how things would have changed had things not gone according to plan.

**3**

_**Inevitable**_

One day, it'll happen. An enemy will prove to be too dangerous, or just a mistake in battle, and Ben will have to break his vow not to kill. It will be quick and clean and he'll know it was what he had to do, but Ben will still feel the blood on his hands.

He'll hide it well at first, maintaining a calm front when Gwen gives him a worried look, and he'll pretend everything's okay. But his hands will shake, and when he sees that Kevin notices, he's going to quickly stuff his hands in his pockets. He'll manage long enough to give his report to Grandpa Max, but when it's time to go home, he's going to abandon his car and fly off, finding a nice, secluded place to vomit until he nearly cries.

It'll be Cash and JT of all people who find him, and without asking, they'll understand what happened. They'll take him to their hideout and break out the liquor, going straight to the hard stuff. Ben won't say a word the whole time, but they won't expect him to.

The next morning, when the others track him down, they'll find him asleep on the couch, pretty much looking dead to the world. The oddly protective looks from JT and Cash will keep anyone from trying to lecture him, and it won't help when Ben does wake up and it looks like something inside him has broken. It'll take a while for him to put it back together, but he'll never be able to regain whatever it was that he lost.

Everyone knows it'll happen one day. They just hope that when it does, Ben will at least be legally old enough to drink.

**4**

_**Mom**_

Ben has been imprinted on no less than four times in his life. The first time was when he was a young child—he'd been at the park and came across an apparently abandoned duck nest. Seeing a hatching egg, he rushed to show it to his parents, and the duckling hatched in his hand, immediately mistaking him for its mother. He spent about three days trying to take care of the duckling until his parents convinced him it would be better off in the hands of a vet who'd know how to take care of it better.

The second time was the Big Chill incident. This was an unusual case even by Necrofriggian standards, as normally they just lay their eggs and move on. Ben's own human instincts led him to fiercely protect the nest, and the "Baby Chills" had the novel experience of actually meeting their parent at birth, and they recognized him immediately as such. This too is perhaps because of the human element; there's no telling how much human drift there is in their genetic matrix. In any case, even well into his adulthood, Ben gets a little nervous around young Necrofriggians, and Kevin has convinced any he meets to follow Ben around and call him "Mommy."

The third time was the Tiffin. Thanks to their treaty with the Pantophage, the Luodan Royal Family ended up matrilineal—all Crown Princes were sent to be eaten. Crown Princesses were allowed to live, as the Pantophage needed somebody to breed their favorite dish. The Tiffin's father is unknown by design—it's just easier to avoid heartbreak that way. Rath was the first male who actually took an interest in the Tiffin, caring for him and playing with him, even while trying to insist that he wasn't. Neither of them realized it, but the moment Rath jumped down Jarrett's throat to save the Tiffin, he pretty much cemented himself as his surrogate father.

The fourth time was a bit of a combination of the first three. Ben, Gwen, and Kevin were called to help an insectoid race who were under attack. An enemy race had been attacking in the dead of night, stealing their eggs from their colonies and devouring them. In the middle of the mission, Ben was thrown in the middle of the colony nest and had to do everything he could to fight off the enemy and keep the eggs safe. He won, but as he transformed back, he was in for a surprise. When Gwen and Kevin found him, he was in the underground nest, being mobbed by _hundreds_ of cooing alien babies. Naturally, they laughed themselves sick. Ben refused to speak to them for a month. They were impressed with this feat, however, as Ben had no real interaction with anyone for two weeks; he couldn't leave the nest because the babies wouldn't stop crying every time he left them with their real families.

**5**

_**Dad**_

In another world, Ben had a son named Ken, whom he gave the Omnitrix to. In this world too, Ken was born, but not under the same circumstances.

Ben had been coming off of a long-term relationship that had gone horribly sour. While trying to get his mind off of the heartbreak, he ran into Kai again after many years, and they started a relationship. Ben tried to tell himself that it was a rebound and that he shouldn't let himself believe it would get serious, but what was supposed to be casual sex got more serious than Kai wanted, and she called it off. It hit Ben harder than he'd thought it would, and he promised himself he wouldn't get into a relationship again until he was ready to get it right.

He didn't learn he had a son until nearly a year later, when Kai had been seriously injured on a mission and was no longer able to take care of him. She'd named the boy Ken, as a wry joke—a portmanteau of his parents' names—though she'd hoped she wouldn't have to tell him about his father. Now, she knew she had no choice. Ben had been shocked to see the baby and his very, very green eyes, and he knew he had to take up the responsibility he hadn't been so careful about before. The boy was officially adopted, and Ben made sure that this time he was going to do everything right the first time.

**6**

_**It was worth it**_

Ben has managed to turn heckling villains into an art form. He's always been argumentative, and one of his favorite parts of heroing as a kid was mocking the bad guys. But back then, it had mostly been just backtalk: immature, childish insults that merely annoyed the bad guys.

Now that he's a teenager, however, he's got insight on a few things that make it a little more fun. Particularly when it comes to captures.

It started when someone tried to kidnap him in the middle of his ongoing war with Vilgax. Ben had cracked that he was flattered, but Vilgax was his only nemesis and surely he'd be all jealous that Ben had let himself get tied up by someone else other than his one true hate. The guy had given him a confused look, giving him just enough time to beat him into the ground.

The second time, Albedo had caught him. Ben had been feeling especially snarky that day and asked if this meant that Albedo was into twincest bondage sessions. The Plumbers arrived just in time to hear Ben respond to an angry tirade with "Okay, fine, but I top next time." Manny still can't stop laughing whenever he thinks about it.

The third time, Charmcaster held him prisoner as a part of a trap for Gwen. Ben proceeded to make such raunchy and over-the-top jokes that a furiously blushing Charmcaster put a spell on him that left him mute for the better part of a week until Gwen managed to find the countercurse. Kevin loudly proclaimed that Charmcaster had done them a favor by shutting Ben up, but it was mostly to hide the fact that he couldn't stop laughing hysterically when Ben wrote down exactly what he'd said to Charmcaster. Most of it had involved lesbian bondage scenarios. Kevin hadn't known Ben had it in him.

**7**

_**Don't like, don't read**_

It's well-known among his closest friends that Ben is a geek, but nobody knows that when he was eight, he wrote _Sumo__Slammers_ fanfiction. His only story was this horrible, unfinished, self-insert crossover with _Kangaroo__Commando_, but when he found it many years later in his desk drawer, he grinned at the memory no matter how awful it was. Because the thing about Ben is that he never forgets what it's like to be a kid.

It's also the reason why when he discovers that Jimmy wrote a really bad fanfic about him fighting Kenko from _Sumo__Slammers_, that he doesn't facepalm. Much.

**8**

_**It's about helping people**_

There are some days when Ben really doesn't mind the loss of his secret identity.

It's not the VIP access to places he could never imagine. It's not the fangirls who beg him for his autograph. It's not even the unconditional trust of the government and the military simply because he's a Plumber and he knows what he's doing.

It's when people need help, and he's able to bring awareness to the issue.

It happened when a volcano blew and spewed ash all over an island nation. Sure, the news reported on it, but little aid made it there; it was just too far away, removed from public consciousness.

It was unusually quiet for Ben, Gwen, and Kevin, so he suggested that they fly over and see what they could do.

Naturally, word got out that the famous Ben Tennyson was providing aid to a distant country. And predictably, Will Harangue took this as an opportunity to criticize him for finally trying to do some good, but not for the people his antics had hurt.

It pissed Ben off, but at least he had Gwen and Kevin to cool him down and give him an idea. The very next day, during Harangue's broadcast, Ben set up video feed from the island, interrupting the show. Harangue was furious with Ben's "childish prank," but Ben opened the lines for a direct interview. Covered in volcano soot from rescue efforts, he was tough to discredit; he looked every bit the kind of real American hero that Harangue praised.

He kept his interview short and simple. Nothing about him, everything about the people who needed it. And then he challenged Harangue to do what he could for the people there, prove what it means to be a real hero. It was the one and only time Harangue actually shut up and went along with him, donating thousands of dollars for aid and asking his viewers to donate what they could; anything less would have forever turned the people against him and toward Ben.

Ben honestly didn't care that the money came from Harangue's pride. At least it was coming, and the people who needed the resources it would bring had it. And if nothing else, that was worth the hell his fame put him through.

**9**

_**Destiny**_

Ben has a love-hate relationship with destiny.

For the longest time, he thought his future was set in stone. He would grow up, master the Omnitrix, and become the greatest hero in the universe. Sure, he'd go through a rough patch when he'd forget that he needed to depend on his family and that it was actually fun to do all the heroics, but it would all work out. Everything would unfold with time.

His future was shattered with just a few words: "There are over one-_million_ samples encoded in the Omnitrix."

In that one moment, Ben suddenly had no idea what his future held. But Paradox had let slip that he'd one day save the universe, so he guessed that ending the Highbreed War was the moment, and everything was okay again. Things were just moving faster. Instead of waiting until he grew up to be a hero, he was one already as a teenager. And he hadn't lost his sense of fun yet either. More aliens just meant that he had to be ready for the nickname of Ben One-Million instead of Ten-Thousand. His destiny was a little shaky, but he still had a lot to look forward to.

Then Kevin sacrificed his sanity at the Forge of Creation, and Ben thought Paradox was telling him that he would have to kill him. Destiny, then, became a curse. He had no alternative. As far as he knew, this was the only way and he had no other options. Any chance of trying to get Kevin back was going to fail because Paradox said it would come down to him, and he knew what he had to do. He didn't even let himself think he was misinterpreting the prophecy; as long as it was his fate, he didn't have to make the painful choice on his own. But then he had to make the even more difficult choice to set his fate aside and try another way, and it all worked out in the end. He didn't have to become that bitter man working all on his own.

Ben has no idea what his future will have now, other than what Azmuth has let slip about having a great destiny ahead of him. But it doesn't scare him. Maybe he doesn't have the comfort of knowing that he will definitely become a great hero, but he knows that whatever happens to him will happen by his own hand, and not because he's trying to fulfill some grand plan. He'll be the master of his destiny, not the other way around.

**10**

_**And beyond**_

What do you do when you've done everything? Been everything? Gone everywhere? Ben really isn't sure. He's got over a million aliens at his disposal, from two galaxies. He's fought and won against enemies that far older and far stronger people have failed to defeat. He's found ways to overcome difficult choices—trusting old enemies and daring them to prove themselves friends, healing instead of killing, and triumphing when failure seems inevitable. He's been beyond the universe and seen the source of creation itself.

What next? When you look at the stars in the sky and know you've been beyond them, where do you go next? How do you exceed infinity?

If there's a way, he's going to find it. If there isn't a way, he'll make it. If destiny prevents it, then he'll overcome it, and he's willing to bear the burden of someone else's destiny for them. That's who Ben is, and he understands that now. This is why he will be a great hero one day and why he is one right now. He has gone and will continue to go beyond everything for the causes he fights for and the people he believes in. It's what truly makes him the ultimate hero.

**_Ben__10_ is the property of Cartoon Network.**

**This fic marks my hundredth published piece on , and I thought it would be appropriate to do a ten-by-ten set of "truths" on the various characters of my current fandom. Mostly, it's a random mix of headcanon, some alternate universes, and the odd crossover or two. Any ideas are free for use if anyone likes them. I just ask that you credit me, just in case I decide to take something and run with it down the line. There's at least one that I am using as part of an upcoming fic, and I'll point it out when I get to it.**

**Here's to another hundred!**


	2. Kevin

**1**

_**Begins night**_

Kevin's powers had always been tough for his family to deal with, but the first time he'd ever gotten in trouble because of them was when he was about three, and he still remembers it to this day. His dad had been called away to deal with some kind of emergency, and somehow or another, his mom ended up taking care of a baby that night. Everything else about that night fades into the back of Kevin's memory, but he remembers the lightning storm and the kid crying. His mom wasn't in the room—maybe getting ready to feed them? He doesn't remember.

Kevin had known right away that the baby was scared of the lightning and thunder, so he tried to do exactly what his dad had done to show him there was nothing to be scared of. He went straight to the electrical socket and absorbed some of the energy there, holding it out for the kid to see and touch, to let him know that it was okay. Of course, he'd been too young to realize that not everyone was like him, and where Osmosians could handle electricity at least somewhat safely, it would definitely have caused harm to a human. His mother had burst in at that point and screamed at him, giving him a sharp whack on the bottom for putting the kid in danger. When his father finally came home, he had to give Kevin an explanation that they had powers nobody else had, and they had to be careful with them. It was a lesson he'd never really taken to heart.

Kevin doesn't know about Ben's dreams; otherwise, he'd put two and two together. But he does see the way Ben sometimes flinches around high voltage electricity, and he can't help but think back to that night—the real first time they'd met.

**2**

_**The world of "If"**_

One of Kevin's biggest regrets is that he didn't accept Ben's second chance the first time it was offered. If he had, he thinks he knows how things would have happened.

Max would have been stunned to realize that his late partner's son was on the streets of New York, his mental stability out of whack from absorbing energy. With Ben willing to give Kevin a second chance and Kevin willing to take it, there would be no need for the _Old __Yeller_ mindset. A bit of dealing with the Hacketts, and Max would have ended up taking Kevin along on the roadtrip as the energy slowly made its way out of his system and he learned to control himself. Ben would immediately have a partner-in-crime against Gwen, but that would quickly turn against him when it turned out that Kevin didn't mind siding with Gwen to pick on Ben every so often. Prank wars among the three would reach epic levels.

Kevin would be warned off using his powers, but he rarely listened and did whatever he could to back up the Tennysons in battle, though Max watched him like a hawk in case he lost his mind again. In a life-or-death battle against Vilgax, Kevin would absorb the power of the Omnitrix, and the mutation would still happen. But some clever thinking by Ben and Gwen would figure out his skewed logic, and they'd manage to get him to control his reactions with a tit-for-tat system that repaid every wrongdoing with a slap upside the head. It also applied to their transgressions, especially Ben's. It worked to satisfy his more violent urges and let the cousins satisfy their urge to hit each other. He'd betray his friends just once—when Animo lured him with a promise to restore his human form. It would be a lie, and nobody would blame him for it, but he'd regret it his whole life.

When Ben managed to set off the Omnitrix's self-destruct and had to go into space with Tetrax, Kevin and Gwen would give each other a flat look and quickly stow away. Thanks to Gwen's brains, they'd manage to avoid being caught until they were too far to turn back, and Tetrax would grudgingly admit that Kevin's form would make it easier to get through Incarceron when they rescued Myaxx. Kevin would be able to rescue Gwen when they got to Xenon, but Gwen's attempted sacrifice would still shake Ben up, and he'd realize right there how important it was to have his family around to back him up. And when Azmuth tried to chew out Ben for misusing the Omnitrix, he'd take one look at Kevin and start shouting at Ben even worse, only to be out-screamed by three _very_loud, stubborn-as-all-hell children defending one another. Azmuth would never be more impressed, though the way they still yelled at him and had to be told by Max to thank him when he built a device to drain off the excess energy from Kevin would be a close second.

And when the summer was over and Kevin had to head home to a newly rebuilt house and a better understanding of his mother and stepfather, it would be with the promise that if he ever needed to, he could crash at Ben's house. When the Highbreed attacked, Ben would immediately hit the speed dial and get him out to Bellwood.

The one thing that keeps Kevin from being bogged down by regret is the fact that he knows he's mostly got all that now. He's got that friendship with Ben, and his relationship with Gwen is something he wouldn't trade even for a second chance. And it might have taken two full-blown monster mutations, but he's beginning to work on things with his family.

And maybe, he realizes, it's better late than never.

**3**

_**I can explain**_

Devlin Levin was still born in a timeline where Kevin was good. It involved a deep cover assignment to Saturn that Kevin had to go on alone for three years, a pressing need for information from a drug cartel's inner circle, and a hooker who happened to serve the guy's right-hand-man every other Tuesday.

When Kevin came home from his mission with a toddler in tow—a blue-eyed two-year-old who looked amazingly like him—the first words out of his mouth were "I can explain."

**4**

_**Insight**_

Being a ticking psychological time bomb has given Kevin some perspective on his friends' psyches, and it makes him wonder maybe if _he__'__s_ the sane one on the team. Take Gwen, for example. She's got this whole need to define herself by how she can help others. She gets obsessed about it, and it makes her miss some really important things, like the fact that the guy she wants to help is a walking nuclear reactor!

Ben gets obsessed with helping people too, mostly because he's even _more_ trusting than Gwen. Like not even having to hear the whole "I was insane" thing from Kevin to forgive him for what happened six years ago. Yeah, he was desperate for help, but he's idealistic and optimistic to a fault. He won't kill, he'll forgive anyone, and he's going to get himself killed sooner or later for all that. And that ADHD doesn't help him any.

Kevin only forgets that Ben's sometimes a pain in the ass when he just shifts gears and goes straight into "hero mode," focusing single-mindedly on the mission and sometimes losing his temper so fiercely that they've all got to wonder if Ben's going to break his own rules sooner or later. It's as scary as when Gwen gets protective and will stop at nothing to take care of a threat or get revenge on someone who tried to hurt someone she cares about. Yeah, Kevin's got his own limits and he's got no problem with revenge, but he doesn't completely _snap_ like they do.

So for all he'll complain about how stupid Ben's being or how Gwen needs to lighten up when she thinks either one of them is being stupid, he's got to admit he's grateful for those moments. Because sometimes, he's not quite sure where they'd be without him.

**5**

_**Behind blue eyes**_

The weirdest thing happened to Kevin when he left the Forge of Creation, and the strangest part of it is that he doesn't know whether it really happened or not.

He was making his way back to his universe when he crossed another. Almost as if he'd hit another one of those chronal barriers, the next thing he knew, there was another version of him standing ahead—smaller, younger, and in his original mutant form. Enraged, Kevin told him to move, but the other didn't. He just stood there, like he was disappointed or something.

Not exactly in his right mind at the time, Kevin attacked. Never mind the fact that he was trying to kill himself—he was sick of the past, sick of being a freak, and sick of every reminder that nobody loved him and nobody wanted him. The funny thing was, the other freak didn't fight back. He dodged what he could, tried to block blows, but whenever Kevin hit him, he took it. And that only pissed him off more. He'd survived all this time and all the crap the universe had thrown at him; why was his younger self just taking it? And why did his past pity him like this? That was the absolute last person he wanted feeling sorry for him.

But when the kid went down, going face-down like he was drowning, he shifted back into human form. And he wasn't Kevin. Whoever he was, he had long hair pulled back in a ponytail—looking this shy of a mullet, to be honest. Somehow or another, the kid raised his head and looked up at Kevin with unfamiliar blue eyes, giving him that same look of…disappointment? pity? before vanishing in a flash of light. And Kevin found himself back in his own universe, right in orbit around Earth.

Was it real? Was it a dream? One thing's certain; crazy or not, Kevin wasn't going to forget those eyes and the look on that kid's face. It would haunt him for the rest of his life.

And one day, when this whole thing is just a nightmare deep in the past, he'll give his son a startled look when he sees those eyes again.

**6**

_**Lock and key**_

It wasn't exactly planned for Kevin and Gwen to wind up with the two keys for Alien X, but it's just the way it turned out. And oddly enough, none of them questioned it.

When Ben asked Kevin to build a lockout system for the Omnitrix after Albedo's first attack, Kevin hit on the idea of a key to ensure that nobody would be able to hack through it. Low-tech, but it worked. After all, they were the only species stupid enough to come up with answers that completely confounded the smart ones. And because Ben had a habit of doing stupid stuff that typically resulted in important things breaking, Kevin made sure to make a second key and give it to Gwen for safekeeping. As for the first key, he kinda…forgot to give it to Ben. And in any case, Ben never asked for it, so it was okay.

And then the Omnitrix was destroyed, and the Ultimatrix was the new thing to worry about. Ben had only the barest idea of how the new watch worked and since none of them trusted Albedo to build something properly anyway, they knew they had to be absolutely sure that the new locking system would work the way it was supposed to. So Kevin measured out the lock on one side of the dial and got it to match up to his key—and by extension, the key Gwen had—and then he decided to adjust the shape of his key and make a second lock on the other side. It was just safer this way, and it meant that if they got kidnapped by Vilgax or somebody again where they'd have to worry about someone trying to get Alien X, then all one of them would have to do was throw out the key. And as far as they were concerned, making it harder for Ben to turn into the completely useless statue of an alien was a good thing.

They'd tested the system before, though without Ben actually going through with the transformation, but the first time they ever had to explain it was to Azmuth when they needed to find the Forge of Creation. And for the first time, Kevin saw that they were always on the same page about it. Though he wouldn't admit it, he knew it just showed how close they were that they didn't even need to explain their thought processes to each other anymore; they all simply _knew_.

Kevin still had the key on him when he lost control and turned into a monster again. And although he knew even in that state that he'd never be able to get Ben and Gwen to unlock Alien X, he still kept it. Even now, he can't explain why.

**7**

_**Contains language**_

Kevin can barely remember his father, but he does remember the things he taught him. First, that he was special and that he had powers that had to be used with care. Second, never to use his powers to absorb energy. And third, that he loved him with all of his heart.

The first two Kevin didn't pay much attention to as a kid. The third had burned itself deeply into him, where even the madness couldn't take it away.

The fourth lesson was speaking Osmosian. Kevin's father never used a translator on Earth; he'd taught himself English when he was assigned to the planet, adopting as much of the planet's culture as he possibly could. It didn't mean that he wanted his son to grow up without knowing about his Osmosian heritage, however. Kevin grew up knowing a handful of words in Osmosian (_aitona_—father, _amotto_—mother, _aitorde_—stepfather. There's also the word _kor_—to take or steal, leading to the pun _aitkorde_—one who usurps the father), including quite a few swear words that his father mistakenly said around him. Not all of these translate well into English, so every so often when he's working on his car and having trouble, Ben and Gwen hear him muttering something that their translators don't pick up.

He's picked up more since then. His accent is horrible, so he's never going to pass as a native speaker without using a translator, but he does have a few words he can apply to things. He knows what it's like to be _sakhotz_ (without a soul—their term for the insanity of absorbing energy) and he has to live with that regret (_kurhotz_—shadow on the soul) all of his life. He knows what it's like to have love (_omaipe)_ and to have somebody to love (_omaike_). And his enemy (_tumitsai_—literally, war-enemy) is now his brother (_anayup_, or _tuminayup_—brother in arms). And he can name them, for both his human and Osmosian sides. He'll probably never be fluent, but learning everything isn't the point. But he's part of two worlds, and he needs the words to come together so maybe he can bridge the gap within himself.

**8**

_**Loaded words**_

Words have also hurt him. Two, in particular.

The first was "freak," a word Kevin used to describe himself a lot as a kid. He first heard it from Harvey during an argument. He knows now that his stepfather didn't mean it, and when he thinks back on the argument, he remembers a sudden look of regret on Harvey's face the moment after he said it. It was an accident in the heat of the moment, and given that he'd blown up the house, Kevin realizes that he probably would have said the same thing. But it had burned deeper than anything else. When his mother tried to reason with him, he assumed that meant she'd sided with the enemy, and so he left, taking it as a dismissal, that nobody wanted him around.

The second actually never came up in reference to him; he adopted it himself. It was back when Ben was first working up the nerve to ask Julie out—or maybe he had already; Kevin hadn't been paying much attention back then. Ben admitted that he was afraid of what she would think if she ever found out about the Omnitrix:

"I don't want her to think I'm some kind of…"

Ben had cut off at that point, and even though Kevin didn't have that great a relationship with him yet, he couldn't bring himself to fill it in with that word, "freak." But Ben had his own idea and used the word "monster," and somewhere in drowning out Gwen trying to reassure her cousin, Kevin felt that word settle in with a cold sense of dread. He realized that it matched perfectly with his idea of what a "freak" was, thanks to one little slip from his stepfather five years before.

Gwen and Ben never use the word "freak" around him, or try never to at any rate, and the only time either of them has ever called him a "monster" is when they're blaming themselves for his mutations. And then, it's usually Ben, who knows just how loaded that word is. Instead, they've given him new words to focus on: friend, boyfriend, brother. He's got Max praising him as a gifted crime scene investigator and Plumber. He's got his mother telling him things that she should have long ago—or at least things he should have realized long ago. And he's got his stepdad bluntly telling him exactly what happened that day they blew up at each other; and oddly enough, despite the fact that Kevin was ready to kill Harvey right there, he thinks their relationship has never been better.

He doesn't think of himself as a freak anymore, and he hasn't for a long time. He's beginning to feel better about the monster part. Instead, he thinks he knows who he is now, and it's everything that the others have given him.

**9**

_**Definitions**_

Insanity runs in his adopted family too.

Or at least it did until Kevin tackled it to the ground.

"Ow!" Ben complained.

"Wuss," Kevin said with a smirk.

"You didn't have to tackle me that hard!" Ben argued.

"You're the one who wouldn't knock it off with the end zone dance," Kevin pointed out.

Though she was reading and steadfastly trying to ignore them, Gwen said, "If you guys hurt each other, I'm not getting in the middle of this."

"He started it!" Ben insisted, but Kevin bounced the football off his head. "Hey!"

"Come back and play when you can stop acting like a two-year-old," he said.

"You're _both_ acting like two-year-olds," Gwen interrupted with a glare.

Kevin ignored her and smirked at a sulking Ben. Sure, he was never going to admit that maybe Ben had a point that they were like brothers, but he was grateful that he'd redefined "crazy" for him.

Not that he's going to say as such.

**10**

_**That guy**_

There was this guy once.

He wasn't on Earth, and Kevin didn't know who he was and honestly didn't care. All he knew was that the guy was abusing his friends. Belittling them and going below the belt, hitting them to hurt them instead of to tease them, leaving his girl crying and his buddy bleeding.

Kevin didn't even realize that the others were ready to act. Not until after he'd grabbed the guy and thrown him several feet. When the guy got up to fight back, Kevin noticed that Gwen and Ben were standing guard over the other two.

The guy grabbed a piece of piping and came at Kevin, swinging. Kevin caught the pipe, absorbed the metal, then bent the pipe into a pretzel around the guy's hand. He shouted and swung at him again, but Kevin got him with an uppercut, landing him on the floor, completely out of it.

While he was out, Ben and Gwen called the local authorities and medics to care of everything else. Once they were there and had gotten statements, Ben and Gwen came over to him. Gently, Gwen took his hand into hers, and Ben just grinned. Kevin relaxed, and soon they were off.

It was good not to be that guy.

**Some of these pieces are connected to pieces in others' chapters. In this one, #1 and #3 are directly related to Ben's. The identity of Devlin's mother in #3 is a personal theory on just who _would _have gotten with Kevin in the "Ken 10" universe when he's known to be evil and completely guano loco. #7 is inspired by Merlin Missy's "Contains Language," about Shayera Hol of _Justice __League__ Unlimited_ and the way she has to define her relationships on Earth by her native Thanagarian words. The Osmosian words are blends of words meaning pretty much the translations I gave, in Ainu and Basque—chosen specifically because they are isolate languages with no "families" of languages that are similar enough to them for them to have come from a common ancestor language (such as the similarities among French, Spanish, Portuguese, and Italian, all descended from Latin, which is theorized descended from the same proto-Indo-European language as Sanskrit). The title "Begins night" comes from the first _Kamen __Rider__ W_ movie, where "The world of 'If'" comes from a sidestory for _Kamen__ Rider__ Ryuki_. "Behind blue eyes" obviously enough is from the song by The Who.**


	3. Gwen

**1**

_**Entropy**_

Something Gwen must never know is that she is the crux point of the universe.

Sure, Ben tends to be the center of the universe, attracting damn near everything, but Gwen's the source of all change, all entropy in the timeline. To be honest, it gives Paradox a headache.

When she's disappointed in her cousin's coldness and his habit of cutting himself off from everyone who cares about him, she goes back in time and forces a much younger version of him to open his eyes. When she decides that the only way to reverse Kevin's mutation is to prevent it from ever happening in the first place, she sets into motion the end of the world, allowing Hex and Charmcaster to rule.

Maybe one day, someone will let her loved ones know—just so they know what to watch out for. But nobody must ever tell Gwen. It's not that they don't think she's mature enough not to play around with the timeline as long as she knows the danger. But they fear that she may fail to act when needed and bring about the change the universe needs.

**2**

_**Knowing**_

It's funny how things turn out. Most people would have bet that Kevin would have had the string of failed relationships leading to a supposedly casual relationship that landed him with a son, while Ben would have had the insane set of circumstances on an undercover mission that would have landed him with a hooker.

But Gwen knows them better than that. And what surprises people more is that she's not in the least disappointed in them for it. After all, why should she be? She loves her stupid boys, no matter what kind of insane things they get themselves into. So when Ben has the regretful look on his face that says he knows he messed up, and when Kevin looks about ready to sweat himself into dehydration from anxiety, she does what she's always done: she picks them up and moves on. Sooner or later, they'll figure things out for themselves—everything that she already knows.

And in any case, she loves her stepson and nephew too much to care how they came about.

**3**

_**Fireworks**_

Each of them has a different temper, which makes them especially dangerous against different bad guys. Kevin's temper is like a wildfire—it sparks easily and quickly gets away from him, taking out everything in its path. Ben's got a much colder fire, like Ultimate Big Chill's ice flames—he's got so much responsibility as the leader and as a public figure that he can't afford to get angry quite as easily (though Rath has been a great way to let off steam). But when he lets it go, he's brutal and focused about it—enough to send a chill down your spine.

Gwen, however, is an explosion: beautiful and terrible in the instant. She can smolder, yes, but she's better than Ben at holding her anger in, so when she does go off, it's like it came out of nowhere. She's completely destructive, devastating everything within a certain radius of her powers, but there's a strange kind of beauty in it, the way pink mana blasts around like lightning and glass. It's enough to terrify and fascinate just about everyone who sees her.

All three of them know that Gwen's temper is pretty much a combination of the worst of Kevin and Ben, but the boys are too smart to say that to her. After all, that's the thing about fireworks: pretty to look at, but don't touch.

**4**

_**Time judges all**_

Gwen and Ben have never let themselves worry about that future they saw, where Ben became a super-powerful jerk. To be honest, Gwen just assumed that it wasn't going to happen. They changed the way the past had gone for the adults, so the future would be different, better. So it didn't matter one way or another that they didn't see Kevin in the future—besides, even if that future _was_ going to happen, he'd probably left rather than put up with Ben's attitude.

It wasn't until Kevin turned into a monster again and Ben began insisting that he had to kill him that Gwen started to worry they were heading down that path. Ben was cold and lethal, just like the man who had thrown his humanity and family away and forgotten what it meant to be a hero. And maybe the reason why Kevin hadn't been there was because he was still a monster, or maybe Ben had gone through with what he thought had to be done.

Gwen knows that Ben considers that future a guideline for how bright their own futures will be, but for her, it's a nightmare. The words her older self told her still ring in her ears: "Enjoy him while you can." But she rejects them. She's not going to just enjoy her dorky cousin for the time he's this way and then rely on her memories to keep her faith alive. She's going to see to it that Ben never loses himself like that. And she knows that Gwendolyn and Ben 10,000 would have thanked her for that.

**5**

_**Coercion**_

A little-known fact is that Gwen is the reigning Queen of Blackmail. Kevin and Ben are actually pretty wary of her because of this. They know that if they set her off or if they don't do something she wants them to do _now_, she might have something they don't want anyone else to know.

With Kevin, it's usually pretty easy. He responds to a couple of warnings, and only a few times does she have to resort to the Look—the one that Ben calls the "Mom Look," when she looks at you like you're a million shades of idiot and makes you squirm until you have to obey her will. Every so often, she does have to show her hand, though, like that little thing with "Ethan." But in her defense, it was the fate of the galaxy at stake.

With Ben, she knows the game she has to play. He doesn't listen, and he's slowly but surely growing immune to her version of the Look after years of it. Something about the fact that they're family makes him annoyingly resistant to all but the lowest threats she can come up with, like mentioning to Julie or to Kevin just how long he slept with that teddy bear.

It takes five seconds for Ben to turn white and cave. Gwen hopes he doesn't grow immune to this one any time soon.

**6**

_**Boundaries**_

The one threat Gwen will _never_ make is to bring up the teddy bear or anything else on Twitter or to Jimmy or to the press. She knows how much Ben struggles with his fame and how many days he's spent hating the fact that he can never be anonymous. She herself can't stand how they have to be very careful if they just want to hang out and how Ben can't seem to go to _anything_ anymore without attracting a crowd that none of them want there.

She knows it'd kill him for her to betray him like that. So it's the boundary she knows she'll never cross.

**7**

_**Reverse\Rebirth**_

There is another universe where Gwen got the Omnitrix. It's…interesting, to say the least.

While her first mission against Vilgax is a complete disaster and results in Grandpa Max getting the watch, he eventually relinquishes it when he decides that his grandkids are the ones who need to protect the future now. Ben's as jealous as can be, but he's smart enough to share his strange double memories when they can save her life. Of course, this leads to them fighting a lot more than usual, and Grandpa has to do what he can to keep them from trying to kill each other and ensure that both know that they have an important role to play: Gwen for the Omnitrix and Ben for the memories.

Her spark never develops. She shows no aptitude nor any interest in magic. When Charmcaster attacks, it's a very casual enemy relationship, with the only ire coming from her being defeated by a girl much younger than she is.

Five years pass, and the Highbreed show up. Ben's memories have run out, and since their relationship is far from ideal, Gwen makes the mistake of pointing that out to him. She regrets it when they meet Paradox and he has to save Ben when he recklessly charges into the time tunnel to rescue a research assistant that would have turned into a monster. Gwen's shaken by the whole experience and slaps Ben before hugging him and crying. They find themselves unable to talk to each other for a week. The silence breaks when there's another battle and Ben instinctively tackles Gwen out of the way of an attack. The next thing they know, they're the only ones moving while time has stopped. Whatever happened to Ben within the time tunnel changed him far more than even Paradox had expected. When time starts again, Gwen promises herself that she's done picking on him, and it's clear that he feels the same.

The difference between that Gwen and the one from the main universe isn't the difference in powers, enemies, or her relationship with Ben. It's what happens when a friend of theirs betrays them. She absolutely doesn't hesitate and takes the shot, while Ben assures her it was the right thing to do.

And it's that day that she realizes just how much the watch changes you—not just on the outside.

**8**

_**Ne'er the twain shall meet**_

Gwen doesn't know why, but for some reason, Julie is the only girl that Ben's taken an interest in that she's ever approved of. She knows it drives him nuts, but her intuition is never wrong. Kai only saw him for his alien forms and had wanted to "tame" them like a pet, which still ticks Gwen off when she thinks about it. Elena…well, she hadn't done anything three years ago, but Gwen was right about how she was keeping things from him. And Jennifer Nocturne is self-explanatory.

Julie was the one that she helped Ben get. And Gwen was right, as always. Julie was the first one to completely accept Ben and his alien forms, to look beyond everything and see him for who he was. With Gwen's acceptance came Kevin's, and she was pretty much the fourth member of the team. It was easy for the two girls of the team to become best friends fast.

But there's a conflict. When your cousin is fighting with his girlfriend, you have to take his side. When your best friend is fighting with her boyfriend, you have to take her side. And ne'er the twain shall meet. Gwen reasons that because Ben has Kevin as his best friend, then it's okay to take Julie's side. Sure, she'll offer support to Ben as much as she can, but she's got to support her friend, the same way Kevin supports his. She just happens to forget that about half of the time, Kevin will take whatever side Gwen's on.

He's called her out on it, though. Not Ben, but Kevin. Once or twice, he's pulled her aside and told her to butt out of Ben and Julie's relationship.

"They don't need you splitting them up," he says. "You can't keep picking sides. It's making it worse. And when they do break up, Ben's gonna hate you for it."

She of course got angry at him and blew him off for a few days, but when she cooled down a little, she realized he had a point. Ben had done all he could not to interfere in their relationship, and when they did fight, he never sided with one over the other. He just tried to reason with them or kept as far away as possible. But what could she do? She had to stick up for Julie. If she didn't, who would?

And then they did split up. And just like Kevin warned, Ben was mad at Gwen throughout the whole thing and did everything he could to spite her as he tried to recover.

Sometimes, she wishes Kevin wasn't always right.

**9**

_**Shadows**_

Growing up, Gwen has always had someone to be better than. Oddly enough, it's not Ben. It's Ken.

Her brother is perfect, the golden child. Great with computers and mechanics, a fantastic soccer player, and a black belt in Okinawan karate, an _aluno __graduado_ in capoeira, and a silver glove I in savate. Everyone likes him; he's impossible not to get along with. No matter what, he always knows just what to say and what to do. He volunteers in poor neighborhoods and mentors at-risk kids. Even after the trauma of being turned into a DNAlien, he still does everything he can to keep living his life.

Worse is that he's never rubbed it in her face. He's the one who encouraged her to get into martial arts and taught her moves from various styles, and of course, he's the one who taught Ben soccer. She loves him, but she knows he will always be her rival. And maybe that's why she took so much out on Ben when they were kids; it at least gave her the sense that she was better than _somebody_, and she envied that he didn't have to grow up with an older brother who would always cast such a long shadow.

She gave up on the rivalry long ago—in fact, pretty much the day she learned magic, she thinks. But she never felt that they were on even ground. Not until she and the others had to save him from the Xenocyte. It was the first time she'd ever seen him lost and afraid. This time, she was the one who knew what to do, and it was by watching Gwen that Ken learned. And when she used her powers to destroy the trucks, he looked at her with a clear sense that she was far ahead of him, though his own relaxed nature kept him from worrying about that.

That day, a bright pink light blazed through the shadow. And as long as that light burned, nothing would ever cast a shadow over her again.

**10**

_**All the fears we hold so dear**_

Gwen's greatest fear is something that sounds absolutely ridiculous to the others. But she's terrified that one day, they're going to leave her.

They've got such bright futures ahead of them. Ben's going to do a lot better than save the universe one day, and Kevin's done such an amazing job rewriting his destiny that he really is capable of anything now. So where does that leave her? The only possible future she sees for herself is one she turned down: the chance to master her powers at the cost of her humanity. And even though she knows it's so important for them to remember who they really are and to stay together, Gwen doesn't want to hold them back from their fates.

Every so often, she cries herself to sleep from the fear. It's the only thing she can never tell them, never tell _anyone_: not her parents, not Grandpa Max, not Julie. Nobody knows.

But sometimes she gets the feeling that they suspect it. Or at the very least, they know her entirely too well. It's the days when Kevin puts his plans aside and Ben risks getting caught by the press, just so they can hang out together. Just three teenagers living normal lives, never mind the powers, aliens, or potential futures. They have the present, and they keep that as a promise for the future.

And it's because of moments like those that she's able to let go of the fear for a little bit. And one day, she thinks that maybe that fear will be gone forever.

**A lot of these focus on Gwen's role on the team as the uniter, the one trying to keep them together, since that's the role I see her in the most. #2 is part of the same universe as the other future ficlets for Ben and Kevin, and it's not quite done yet. #6 is based on and gets its name from a crossover fanfic universe Shaun Garin and I have since left alone, called "Reverse Rebirth," which included the universe of "Gwen 10." The title comes from the special level of _Kingdom __Hearts:__ Chain __of__ Memories_ and in a way, from the song "Reverse\Re:birth" from _Kamen__ Rider__ OOO_. _Kamen __Rider__ OOO_ also provides the title for #4, from the song "Time Judged All," while #10 comes from a line in Boa's "Duvet" from _Serial __Experiments __Lain_, a line I've used as a fic title in the past.**


	4. Julie

**1**

_**Courage**_

Julie isn't exactly fearless, but she's not the kind of person who won't face her problems, no matter how scary they might be. There are certain things you learn when you do everything you can to help your boyfriend fight intergalactic threats, and a lot of them have to do with courage.

Case in point: visiting hours for Octavian Grand, better known as Captain Nemesis.

He sneered at her as he was led to the interview room, but she met his stare evenly. By all rights, she should have been at least a little concerned—even hateful. But no, she appeared the picture of professionalism, a young girl of sixteen against a man in his forties or fifties. Any and all contempt she felt—and there was a _lot_—was under a mask of absolute patience.

"I hear you're planning on releasing a book," she said.

"I have the right."

"So did the Unabomber." She said it calmly, but she couldn't help but enjoy the cold look that he gave her in response.

"Smart little girl," he mocked. "What do you plan to do? Tell your side? You and your boyfriend are the ones pressing charges. Your story is bound in the legal proceedings."

"True," Julie answered, "but Jennifer Nocturne's isn't. In fact, from what I hear, the only reason she isn't pressing charges is because she hopes that her story might be able to help Ben."

A look of sudden horror. "You wouldn't dare."

"See if I would," she bluffed.

She left the meeting on that note, doing all she could to make Nemesis sweat. He didn't know that she had no affiliation with Jennifer Nocturne, but if he thought that her impending interview with one of Will Harangue's rival pundits had something to do with Julie, then he might think twice the next time he tried to mess with her or Ben again.

What Julie's learned is that a good amount of courage is just pretending to act like you aren't scared out of your wits.

**2**

_**Promise**_

Something Julie will never tell Ben is that she's used the Omnitrix once—and only once.

He'd been knocked unconscious during an attack on them, and the situation was bad enough that Azmuth arrived. He was still angry with Ben, but he didn't want to risk anything happening to the Omnitrix (or to Ben, Julie realized quickly, but Azmuth refused to admit it). He was ready to teleport Ben out of there when Julie suggested she could try to help. Azmuth hesitated briefly, but with weapon fire jamming his teleport frequency, he really didn't have much of a choice. Julie really didn't have any idea what she was doing when she transformed into Cannonbolt, but the rampant chaos did at least force the enemy to retreat long enough for Azmuth to port all three of them to safety.

There are two reasons Julie won't tell Ben about this incident. The first is that when they got Ben home and in bed, she fully intended to give him back the watch, but Azmuth was reluctant to do so. He still wasn't sure he could trust Ben with it anymore, and he reasoned that it would be better off back in his hands, where he could at the very least repair it and decide for himself if Ben was ready for the responsibility again or if he should entrust it to someone with more sense. Julie flat-out told him that wasn't going to happen, which had stunned Azmuth, who up until that point had been under the assumption that she was a polite, reasonable young woman. He finally relented, and they made the switch while Ben was still out cold.

The other reason she won't tell is because she promised Azmuth she wouldn't, now that she knows how stubborn he is when it comes to admitting he actually cares about Ben.

**3**

_**Sympathy for the devil**_

Julie has met Elena before her fateful confrontation with the Hive Queen, and it went a lot better than most people would think. It wasn't long after the original mission to save Elena's father, and she was hanging around Bellwood for a little bit. She happened to run into Julie—or rather, she ran into Ship, whom Julie was chasing down—and when they realized they both knew Ben, they started talking.

Believe it or not, they had a few things in common besides Ben. For one, they were both athletes, though in different sports. Second, they were both the "normal" ones on the team and had to put up with Ben being worried about their safety and Kevin thinking they were a liability. And on a more enjoyable note, they had the same taste in movies—particularly ones that Ben hated. They spent a couple of hours talking, good-naturedly arguing, and laughing, and you'd never think that they shouldn't have liked each other.

And then Elena asked the question that broke the mood: "Did Ben ever say anything about me?"

Julie's answer was careful: "A few times." But the tension was thick, and she knew she had to finish that answer, no matter what the consequences were: "He acts okay, but I don't think he ever really got over it."

Elena tried to shrug it off, and Julie tried to resume the small talk, but by that point, there was no going back. After only a few minutes, Elena got on her bike and left, never turning back. Julie thinks it's a shame too: she's pretty sure Elena never really got over it either and that she needs someone around to help her through it. Maybe it shouldn't be Julie who helps, but in all honesty, who else is there?

**4**

_**Crimson morning**_

It's why when Elena sacrificed herself to destroy the Queen within her, Julie took it upon herself to set up makeshift funeral arrangements.

There was no body, but they set up a headstone beside her father's, just the way they knew she would have wanted it. The Plumbers donated the headstone, but everything else was handled by Julie alone. Remembering her red motorcycle and the red jacket she used to wear before her father's death, picking the color of the flowers was easy. Elena's teachers from the Academy, Max, and Gwen and Kevin laid down the carnations on the grave. Ben had roses—two of them, one for Elena and one for Victor.

There weren't any prayers, since nobody had known if Elena had been religious. Instead, the teachers, Max, and Gwen spoke about her for a little bit. Everyone knew that Ben had the most to say, but nobody wanted to push him. He was completely silent, dressed all in black, never moving from where he'd knelt down to place the roses. Julie could have offered something, but all she had was guilt—for not guessing when she'd first met Elena that there might have been something wrong, for not trying to make her stay and talk and heal.

For not trying harder to stop her when she knew what she was going to do.

The ceremony was short—a mixed blessing. It hadn't been enough, but Julie didn't think she could stand to let such a farce continue. Gwen tried to ask Ben to come along with her and Kevin, but Max convinced her to leave him be. Julie stayed, though. Not to watch Ben, but to face Elena.

"I wish I could have done more," she admitted, and she wasn't sure who she was apologizing to—Ben or Elena.

To her surprise, Ben stood up and hugged her tightly, desperately. She could feel his body shaking with the tears he refused to give into as he whispered one thing:

"It was enough."

Julie hugged him back all the tighter, burying her eyes in his shoulder as she thought she heard another whisper on the red air of dawn:

"Thank you."

**5**

_**Hope for the future**_

Julie first met Max in the final battle of the war with the Highbreed. It wasn't much of a chance for either to get to know one another, which made their next meeting all the more awkward, when Max asked her to drop by the Rustbucket one day. He gave her a stack of papers about her family history, which led her to the shock that he'd investigated her background.

She forgave him when he apologized, though. Not when he apologized for prying—she thought that he had to trust Ben's judgment in dating her more than that—but when he apologized for her grandparents' families being sent to internment camps during World War II. It was something neither side of her family talked about, but she'd known it had happened.

When she asked Max why he'd apologized for something that had happened over sixty years ago, he said that it was because of prejudicial people like his mother that this had happened—people who weren't all that different from the Highbreed, when you sat down to think about it. Max was glad to see that Julie was better than that, part of the generation that was willing to throw aside hate.

She can't quite say that she and Max are on great terms, but at the very least, they're friendly enough acquaintances. But it does make things easier to understand, in a way. She can at least see now that each generation has to be better than those who came before them, and it's up to people like her, Ben, and Reiny to see to it that happens.

**6**

_**Time to tell**_

After Ben brings Ken home, he's understandably hesitant to try to talk to Julie, but she makes sure he knows she's there as a friend. When he has to run off on a mission, she babysits, and if he's hurt or sick, she stops by to take care of the both of them. Otherwise, they start spending more time together, even without having to worry about Ken. Over time, Ben learns to relax and think of her as more than just his ex-girlfriend.

It's nothing as cliché as Ken calling Julie "Mama" or anything, but Julie knows that Ben thinks about it. She always sees it in him—the anxiety over trying again and second-guessing himself out of fear he'll hurt her all over again. She knows that he wants to, and she knows that she'll welcome a relationship again, though this time on different terms. She doesn't want it to be a matter of them starting all over again from scratch, and at the same time, he just doesn't trust himself to start or continue anything.

Julie's patient, and she'll give him his space. But she also makes clear to him that she can't wait forever. Sometimes not making a decision is a decision in itself. But the day she steels herself to tell him it's over, she finds a pale pink rose taped to her door, with a ring tied to it on a green ribbon. And it's all she needs to know.

It's not starting over. It's finishing what they should have done a long time ago.

**7**

_**Stability**_

Julie's greatest strength may just be the fact that she's one of the few people they know that's completely normal.

Or as normal as it gets for a girl whose pet is an alien symbiote. But most of the people the others know are aliens or are humans so caught up in the alien business that they don't qualify as normal at all. And for those who are human? A ten-year-old with a fansite might be a great resource for intel, but he's not the kind of person you want to talk to about more grown-up concerns. Former bullies aren't exactly the guys you want to depend on for emotional support. And it's more than a little awkward to confess your weaknesses in front of the students who see you as infallible gods.

Julie, on the other hand, is lucky in that she knew what was going on from fairly early on (at least as far as their current missions go), but she's also on the outside looking in. The Galactic Code of Conduct and all sorts of written and unwritten rules of engagement throughout the universe are completely alien to her, giving them more perspective if she thinks that they're wrong. It's especially comforting to them if they think the same, but being new cops on a barely-interdicted world makes them sometimes wonder if they're just being overly sensitive.

If it seems like Julie's place in the universe is defined by her connections to other people? Well, maybe it is. But when the universe is so vast, it's easy to feel insignificant, like what you do doesn't really matter in the long run. You're not even a footnote in history. Julie's not looking for fame or recognition or anything, but she does want to help, to be able to make a difference in the universe.

And sometimes, that difference is making sure that you can help the ones history will remember to make their mark on the universe.

**8**

_**Strange**_

Julie's the only one who's never wondered what it would be like if they lived a normal life. If there were no aliens, no weirdness, nothing to redefine their perspective of the universe.

It's odd because her life might have been the most uprooted by everything. Even though all three of them have alien heritage, Ben, Gwen, and Kevin lived relatively normal lives until a certain point. Before the Omnitrix and magic and the spark, Ben and Gwen would still have loving families and would still pick on each other. And before his powers made him lose control, Kevin would still have a hard time coping with his mother's remarriage so soon after his father's death.

But Julie knows that if she hadn't been pulled into all of this, she'd still just be a smart tennis player, her only ambitions college and going pro. The others would still want to make a difference—Ben and Kevin would want to be heroes and Gwen would want to be better. Julie's been given a lot more to care about: a boyfriend, good friends, and even an alien pet that can help her join in the battle even when she doesn't have powers of her own. It's given her the chance to see a whole new side to the world and realize just what it means to want to protect it.

Sometimes, she thinks that she wouldn't even have gotten with Ben if not for the aliens, which is only one of the reasons why Ship is so important to her. She liked Ben to start, but that first date was horribly awkward, and she's not sure if he would have had the courage to go out with her again otherwise. Sure, it's been hard. They broke up because of all the times they barely saw each other, and every time Ben is fighting during one of Julie's tennis matches or misses school because of an attack, she can barely concentrate over her worry for him. And sometimes that worry turns into anger in a flash. But she knows that no matter what, she'd be right there by his side when things went south. And it's something she never would have had to consider before everything changed.

Sometimes, she thinks it's strange that even without powers, sometimes she feels like she's got the most to protect—a reason to never wish it would all go away. Sometimes, she thinks it's strange that maybe she's the one who's changed the most drastically.

And sometimes, she realizes there's nothing strange about it at all.

**9**

_**Silverstar**_

The only other thing Julie refuses to tell Ben is that she saw another boy after they broke up.

It wasn't a date, exactly. To be honest, she doesn't know what it was. But he'd invited her for a cup of coffee at his favorite café. In Japan. He didn't explain just how they managed to travel to an entirely different continent on nothing more than a train, but somehow it didn't matter. Julie felt comfortable with things that didn't make sense; it all fit perfectly in her world.

Somewhere between the other boy overloading his coffee with sugar and Julie meeting the kind young woman who ran the café with her younger brother, they struck up a friendship. They talked about tennis and the stars. They discussed space travel and time travel. Aliens and imaginary monsters. Things remembered and things forgotten.

They didn't talk about love. Or about Ben.

And for just a few hours, Julie forgot all about Ben and how he'd hurt her by breaking up with her. If it wasn't a date, it was still the best time she'd had in a while.

They somehow returned to Bellwood on the train, and the boy shook her hand as he said goodbye. That's how he slipped her two items—a ticket with her picture on it, marked with "No expiration date," and a small, rusted, silver star-shaped charm. Julie looked at him in confusion, but he just smiled as he stepped back inside. But she knew somehow, someday, she would see him again.

It wasn't long after that Ben apologized and tried to make things right, and Julie agreed to give him a second chance. But when he saw the charm and asked about it, she was evasive, not wanting to tell him where she'd gotten it. It wasn't that she was afraid of hurting him; for some reason, she felt like she had to keep her friend a secret. It was something Ben wouldn't understand, or even if he did, it felt like it really wasn't his business. It was something just for her to wonder about while she waited to see if that train would return.

**10**

_**It's only teenage wasteland**_

Sometimes, she doesn't think she's as strong as they think they are.

She's not sure if it's stress or hormones or what, but she can see herself saying things and doing things she can't stand. And believing things she knows are false.

And she can't stop.

And on those days, she wonders if it's her fault. If she should have pushed harder so she and Ben could make time for each other. If she should have been more assertive to the cameras and fans to leave them alone. If maybe Ben _did_ hear her right and what she said was wrong and that's why they broke up.

And it fights everything that makes her rage that it's not her, that it's him, that it's the universe, that it's everything.

And she doesn't know.

There are some nights when she cries herself to sleep, so softly that even Ship can't hear her.

There are some days where she skips practice to be by herself, far from the rest of the world.

Because there are some days when she wonders if maybe she can't be around anyone because she's hurting them or pushing them away, and she doesn't know whether it's her or what's going on or why.

And then there are days when she walks away and someone takes her by the hand and stops her.

It might be a pet.

It might be a friend.

It might be someone she can't define to herself anymore.

And it makes those days of teenage wasteland just that much easier to get through.

**This chapter is probably the best example of how long it's taken me to write up this fic. Several of the chapters were written early into season 2 of _Ultimate __Alien_ or even before it—notably #3, which I hastily followed up with #4 before "Perfect Girlfriend" aired and jossed everything I'd written. #10 is my attempt to reconcile Julie's characterization going all over the place throughout this current series. **

**The real name of Captain Nemesis in #1 is based off of Tony Stark, also known as Iron Man, of whom Nemesis is a clear evil tribute. Octavian comes from Octavius (also called Augustus), the son of Caesar, in contrast to Tony being derived from Antony, one of Caesar's successors (particularly regarding Cleopatra). Grand is the antonym of "stark," which otherwise means "bare"; I thought it appropriate to show that Nemesis is Iron Man's opposite and to point out his grandiose display of wealth and fame.**

**#6 takes place in the same alternate future visited in the preceding chapters. #9 is a coda to an upcoming fic titled "Derailed," a crossover between _Ben__ 10_ and _Kamen __Rider__ Den-O_. The boy that Julie meets is Yuto Sakurai, also known as Kamen Rider Zeronos, who is her friend in the alternate timeline depicted in "Derailed." And yes, they have a bit of ship tease going on between them. The title for that piece comes from the Eyeshine song "Silverstar," as stars are a recurring motif with Zeronos and I felt the song matched up well with Julie's role in the story.**


	5. Max

**1**

_**Memento mori**_

Max has a tradition, one he hopes he never has to share with his students. Once a year—always the same day—he and a couple of his friends get together and try to drink themselves into oblivion.

It started with Jack, when his son died. Max joined him on the day of Charlie's birthday, a bottle of whiskey in hand. Gil joined about a decade later, when one of his protégés was killed in his arms, shot by a crooked cop. The scotch wasn't enough to make them forget, but it did help with the grief.

They all have names: for Jack, Charlie. For Gil, Warrick. For Max, Devin. Every year, the list grows, and sometimes they have new arrivals. Sometimes, given their lines of work, they lose some. But those guys, they meet any other day. This day is exclusive, only for those who come to drink to their lost sons.

**2**

_**Divine wind**_

Max never knew his father; the man had been killed before he was born. It had been the tail end of the war, and the fresh young recruit was sent to the Pacific while his pregnant wife held the homefront. Kirby Tennyson's ship was hit by a kamikaze pilot, and he'd been among the fatalities.

His mother never really got over it. What was worse for her was that her son had an adventurous spirit. He couldn't wait to get out of his small town and see the world. And for him, there was no better way to die than in a blaze of glory, much the way the kamikazes did. When he had the chance to join the Plumbers, he leapt at it. That tempered him a bit, teaching him that a true hero should not crave adventure and that the noblest death was a sacrifice to protect someone else.

When he looks at his grandkids—and Kevin's so close to them that he might as well be one of them; Max doesn't doubt that by either marriage or adoption, he one day will—Max begins to understand his mother's fears. Kevin's the obvious one to worry about; his father died sacrificing his life to save Max. Some part of him fears that Kevin will follow in his father's footsteps and do the same, probably protecting Gwen. Gwen has something worse than death she risks—she's terrified of losing her humanity, giving in to her Anodyte heritage. And for all Max still loves Verdona and everything she is, he knows that for Gwen, this would be nothing short of death—the loss of her humanity, her identity, everything that makes her who she is. But Kevin's too damn stubborn to die, and Gwen has too much control over her powers to lose herself. The one he really fears for is Ben.

Ben's very similar to the way Max used to be—adventurer at heart, a hero to the last. He takes risks the way most people breathe, jumping off cliffs and waiting till the last moment to transform, not just flirting with death but making sweet love to her and promising to call in the morning. And actually doing so. To abuse another metaphor, Ben won't be knocking down death's door; he'll kick the damned thing off its hinges. It's who he is.

But Max has one thing to rest his mind. Ben doesn't believe in sacrifice. He'll charge in and do whatever he can to try to save someone, but he understands too well how much it hurts to lose someone, so he won't sacrifice himself—just the way he won't sacrifice anyone else. He'll come too close and scare the hell out of all of them, but in the end, he always chooses to live. And Max thanks the spirit of his father every night for that.

**3**

_**Viewpoints**_

Then the day came when Ben said that he was willing to kill Kevin if it meant saving the world.

It was the same choice Max had made when he realized that his late partner's son was too dangerous and would seriously harm or kill somebody if he didn't treat him like any other criminal.

It was logical. It was what any Plumber would do. It just wasn't Ben.

And it made Max wonder how much Ben's views on self-sacrifice had changed too.

**4**

_**Guilt**_

There's nothing quite like watching a seventeen-year-old analyze a scene like a veteran CSI to give you such a deep sense of guilt that you're giving that bottle of tequila a second look.

Sure, Max has said in the past that Kevin had promise to be a good Plumber, but it wasn't until he perfectly analyzed every shred of evidence on the scene that it really hit him. That kid is going to make a _great_ cop one day. It's not instincts; Max knows that Kevin's done everything possible to teach himself the ins and outs of the job. And that's what makes him feel so guilty. Kevin shouldn't have had to figure it out for himself. He should have had someone teaching him, just like Max taught Ben and Gwen.

Max doesn't know what he blames himself for. Could he have prevented Devin's death? Maybe—he's always wondered. Or is it just that he regrets not keeping a closer eye on him, honoring Devin's memory and making sure his son was okay? It's hard to say. Either way, for all the mistakes he's made and the lessons he failed to teach, he's glad that all three of these kids are smarter than he ever was. Whatever mistakes they make will be their own, and he has a feeling that none of them are going to have to get together with a bottle once a year to try to forget those mistakes.

**5**

_**Networking**_

None of the kids knows just how extensive Max's network of old friends really is. By friendship alone, his associates cover most of North America, parts of Europe and South Asia, a couple of cities in Japan, and at least three solar systems. Reputation alone gets him half the galaxy. Reputation, friendships, and his friends' friends get him the entire Milky Way, the Pegasus Irregular galaxy, and a couple of alternate universes too. These associations come in handy.

The kids also don't know that since Ben's identity was leaked, there have been about thirteen different threats against his life, and none of them by his usual rogues' gallery. These are all whackos across Earth—those who believe that Ben is the source of all this alien activity and if he's gone, everything will go back to normal. Others simply like the idea of killing someone famous, and either they think a sixteen-year-old isn't going to be much of a threat or they like the idea of the thrill killing superhuman aliens would be.

To ensure that Ben is safe from such faceless enemies that he'd have no idea how to fight, Max called on everyone he could for help. Gil might not be in the U.S. right now, but he's still got connections in Vegas, and those guys know people who can help in Miami, New York, and the FBI. Jack's got that top secret stuff with the Air Force and though he really can't discuss it, he's dropped hints that he's got some alien friends watching out for Ben too. In Japan, the students and successors of his late detective friend pass along any information they've picked up. And that doesn't even scratch the surface of what Max knows Azmuth has set into place, just to be sure that his unexpected protégé doesn't get caught off-guard.

This is probably the biggest secret Max has ever kept from them. It's not because he doesn't think they can handle it or anything. It's just because he believes it's something they shouldn't _have_ to handle.

**6**

_**Family**_

Something not even Max knows is that there are at least five other Tennyson children and eight grandchildren scattered throughout the galaxy—a consequence of Max not being nearly as careful when he was younger. Two of his children are on very low-Level 2 planets, one is an ambassador, another is a Plumber, and the fifth is an actor in a series of popular action movies.

What no one has even guessed is that one of Max's children is David Albright, Alan's father.

What's even stranger is that Ben has treated Alan like family since day one, and all without a clue.

**7**

_**Normal**_

Max often regrets that he was never close to his children, though he does all he can to make it up to his grandchildren. Ben and Gwen have grown so much from what he's taught them, and for all it's easy to group them together always because of their age and their powers, he does everything he can to make sure they have separate experiences—a special memory for each of them all of their own.

But Kenny's the normal one, the one without a spark or an alien watch. The one specifically raised without knowledge of their other world. The one targeted because of that.

And it's funny, but he thinks that's made them closer. Max actually has to _try_ with him. He's had to learn what Ken's interested in, attend his games, help him with his computers, run to the phone when he calls after learning he's still alive. Listen carefully to every sobbing apology and rush to his dorm and make damn sure that he knows it wasn't his fault and everything is okay now.

Ken's the only one he has a normal relationship with. A perfectly normal grandfather and grandson. And it's no less or more special than his relationship with the others, but it teaches him a little more, even if only for how he should have tried harder decades ago.

**8**

_**The best medicine**_

The strangest compliment Max ever got in his life was from an out-of-control Kevin telling him just how much he respected him, all the while trying to kill him.

And even stranger, he thinks that if Devin knew what was going on, he would have laughed.

It's just the way he was. He had a bizarre sense of humor—rarely appropriate, and even his own son being insane from energy absorption wouldn't be enough to kill his good nature.

But when he looks at Ben and Kevin immediately reconciling and going out to get something to eat—ignoring the fact that Kevin's in his underwear and Ben has enough bruises on his body to land him in bed for a week—he knows that they'd get it. They'd laugh themselves sick.

And it's those things that make Max begin to forgive himself.

**9**

_**All I really oughta know**_

There's a very good reason Max began teaching Pierce and the others instead of helping Ben and his team.

Put simply: they need him more than Ben does.

He saw it as early as the quest to find Azmuth. Ben and Gwen went without him, trusting in Tetrax and each other to make it through. They didn't need their old grandpa to teach them anything anymore, to hold their hands and keep them safe.

And when Ben helped rescue him and Ken, he knew he had to keep Ben from falling into the habit of letting him make all the decisions. Ben had to be the leader of these new kids, not Max. It was Ben they'd be able to connect to, the one he knew would lead them to victory, the only one who could teach them to save the world.

Maybe being a teacher wasn't right for Ben, but being a leader certainly was. There was something in the group dynamic of Ben, Gwen, and Kevin, and Max knew that as long as they had each other, they would be fine.

But the neophytes weren't quite as lucky. Pierce, Helen, and Manny had been friends for a long time, but Cooper had been an outcast and Alan only had his little brothers. They were headstrong, brash, and enthusiastic, and they needed someone to turn that energy into something beneficial, teach them how to become proper Plumbers before they got themselves killed. They'd gotten too close in the past on their own.

Ben won't believe him no matter how many times Max tells him, and it's a wonderful compliment as much as he knows it's wrong. Ben's group is too grown up to have someone giving them orders. It's why he convinced the Plumbers to back off as long as they did; they knew what they were doing, and they were doing it well.

But if there's one thing that makes him prouder than anything else, something that makes him know that even Ben realizes he's ready, it's when Ben tells those starry-eyed kids who look up to him as their ideal that if they're going to get anywhere, they're going to learn it from the one who got him where he is today.

And he knows he's taught Ben everything he needs to know.

**10**

_**Wish upon the moon**_

The old bar where Max first met Verdona is still standing.

And its chili is still as bad as ever.

Every year on their anniversary, Max and Verdona would go there for a drink and a bowl of that terrible chili. When she left, he continued the tradition alone. It was a way to feel close to her still, to look up at the universe above him and make up stories of which star she's visiting. To raise a glass to the moon and wish her well.

Their anniversary fell during the time he was presumed dead, and Verdona went there first before going to the lake. She assumed a form based on the human form she'd taken when they met, only aged forty or fifty years. She bought a bottle of wine and toasted to the heavens.

The year after, they came together again. And though they know that they can't remain beside each other beyond the one night, it's more than enough for them.

**This chapter has a tone much more similar to one of the fics that inspired me for it, "Catch 22" by The Sh33p in the _Naruto _fandom. Namely, #6 is similar to #11 in chapter 4 of "Catch 22." Otherwise, this chapter was more of a crossover fest than anything else. "Gil" and "Jack" mentioned in #1 and #5 are Gil Grissom from _CSI: Crime Scene Investigation_ and Jack O'Neill from _Stargate: SG-1_, and #5 references their spinoffs. The Japanese detective mentioned in #5 is Sokichi Narumi of _Kamen Rider W_, and it's no spoiler to say that he died before the series began. His successors are his protégé Shotaro Hidari and the young genius they rescued on their last mission, Philip.**


	6. Azmuth

**1**

_**Character**_

A little-known but unsurprising fact about Azmuth is that he is the single worst judge of character in the universe.

All right, that might be an exaggeration, but it isn't entirely unfair. The problem is that when Azmuth hires assistants, he has two criteria: one, are you brilliant, and two, can you keep a secret? He creates amazing pieces of technology and needs someone smart enough to keep up with him, but also someone who won't give away any of his secrets.

Both of these qualities cause trouble. For one, those who are brilliant may often be arrogant or at the very least are used to more praise and pride than Azmuth is willing to give. For the second, those who know how to keep a secret well may often have a few of their own, ones that may cause him misery.

So in retrospect, it doesn't come as a shock that one of the absolute last people he'd ever want to give the Omnitrix to—a loud, obnoxious, reckless little human who uses it as a _weapon_—is probably the only person who _should_ be trusted with it. And maybe the reason Azmuth tries not to trust him so much is because he's specifically counting on his own failures in judgment.

**2**

_**Variables**_

Neither would ever admit it, but Ben and Albedo were eerily similar even before Albedo's experiment rendered himself a clone of the other. In fact, this was the whole reason Azmuth hired him.

Albedo was very much what would happen if you took the ten-year-old Ben and jacked up his IQ well beyond the genius level, even for a Galvan. His brilliance and his eagerness to experiment landed him on the Omnitrix project quickly, and he worked wonders on both the hardware and the software. When the Omnitrix was completed, the research group scattered across the galaxy, and the Omnitrix itself ended up in the hands of a loud, rude, but enthusiastic and good-hearted young boy, whom Azmuth came to trust.

It's not fair to say that Azmuth treated Albedo and Ben differently. On the contrary, he treated them very much alike: he was stern and sarcastic by turns, he was careful with his trust and praise, and he let them try to figure out things for themselves. In fact, Azmuth came to like Ben _because_ he reminded him of a younger, if less talented Albedo, and he hoped the boy might learn to focus his skills and become as good as Azmuth's assistant. In a way, both young men were experiments in progress.

However, when you're running an experiment, you have to take into account all the variables. Ben and Albedo were very much alike, but they were also very different. Ben was used to criticism—he got it all the time from his cousin, after all, and he was used to being bullied. He craved acceptance and praise, but his ego was strong enough to take the critical treatment he got from Azmuth. Albedo, on the other hand, was used to being praised—he knew he was good, and he was used to people recognizing him for it. It was a blow to his self-esteem when Azmuth would brush him aside or insist that a project was above his abilities. He failed to see the faith Azmuth had put in him simply by allowing him to work on the Omnitrix at all, because Azmuth would not trust him with its more advanced systems. And when Azmuth allowed the Omnitrix to remain in the possession of an unintelligent human child, Albedo couldn't understand what that boy had that he didn't.

It wasn't until after Albedo trapped himself in a copy of Ben's body that Azmuth realized the mistake he'd made. But he also knew it was too late to change it. Albedo would have to suffer the consequences of his actions on his own, just as Ben had to suffer the consequences of his decision to hack the Omnitrix. Azmuth could regret the way he'd treated them, but he has better things to do with his time. And in any case, Ben eventually apologized and made up for his mistakes. Azmuth is curious if Albedo will one day do the same.

**3**

_**Guilty pleasures**_

If you ask Azmuth why he allows Ben to keep the Omnitrix and now the Ultimatrix despite all of his criticisms of the boy as reckless and so forth, he will say that Ben has proven he is the best person to handle it. He has a good heart, and that leads him to use the device for peaceful purposes and never to instigate aggression. He is creative and innovative, constantly coming up with new ways to use it to help beings of every sort of race all over the universe. He has proven that he understands what it means to walk a mile in someone else's shoes, and he takes that experience and uses it to bring peace and unity to the universe.

What he _won't _say is that he simply loves seeing what names Ben is going to think of next for his alien forms. He's especially fond of the puns.

It's immature and completely unprofessional, which is why Azmuth thinks Ben would completely understand.

Not that he's going to tell him that, of course. He's still got the reputation of wise old genius to maintain.

**4**

_**Lesson for the old**_

On Galvan Prime, the young are taught to respect their elders, for they are the keepers of knowledge. Growing up, Azmuth wasn't very different from many of his peers. He listened to their lectures and followed their wisdom, believing that it would lead to only good. On Galvan, it was believed that science would forge the path to a brighter future, full of peace.

Disillusionment took a lifetime, not a moment. As an apprentice, Azmuth watched his masters' work go into weaponry used to promote war, for all they said that it was to ensure peace. As he grew older, he saw the greatest races of the universe for what they really were: corrupt, racist, and hypocritical. One day, they'd just wipe each other out, and he realized grimly that he wasn't sure whether he dreaded or hoped for that day to come.

One last glimmer of hope remained with him, and he continued work on a project he'd begun in a much more idealistic time: the Omnitrix. What started as a way to let the races see how life was for one another became a way to preserve the DNA of every race in the galaxy, and potentially the rest of the universe. He'd had the chance to hear various legends and myths from across the galaxy, and the tale of Noah's Ark from Earth stuck with him. If they were dumb enough to kill each other and themselves, well, maybe there'd be a chance for their descendants to try to do it the right way.

But he included a bomb that could destroy the universe, should it be allowed to charge long enough. Let that be the flood, then, should his despair be true.

Every single one of Azmuth's students has fallen from some degree of optimism to despair, from Myaxx to Albedo to even Ben. It's the knowledge that Azmuth regrets sharing with them.

**5**

_**Lesson for the young**_

On Galvan Prime, the elders are taught to inspire the young, for they will create the future. Azmuth forgets this part often.

But he's beginning to remember. He decided to trust Max Tennyson with the Omnitrix, since he'd seen that for all he was a warrior, he was a good man who would never let the device be used for malicious purposes. And when Max asked him to trust Ben with it, Azmuth trusted his judgment, as well as what he'd seen of the boy. Hope is why he started the Ultimatrix, to improve upon the mistakes made with the Omnitrix. Though the bomb still remains, he's entrusted the boy with the activation and deactivation codes, since he knows that Ben would only use it as a last resort.

Azmuth's stopped hiding himself from the universe. While he still prefers that his inventions be used for the advancement of galactic society and he refuses to create weapons, he does it out of a renewing sense of optimism that the peace he'd dreamt of in his youth will come. And to his immense surprise, it's coming, slowly but surely. A young man, destined to become a legend, ended a war that would have destroyed the galaxy and the self-destructive racism that had plagued one of the oldest and greatest races for generations. The source of creation itself was protected from a madman who sought to become a god. His current students are quiet and reverent (with the exception of that one on Earth), but eager and optimistic. Ben, of course, is the epitome of hope and determination. And even his wayward apprentice, Albedo, refuses to give up—even though Azmuth wishes he'd just admit his mistakes already.

This is possibly the greatest generation the galaxy has produced, and he knows he must do all he can to help them avoid the mistakes of his generation.

**6**

_**Noah**_

Azmuth has studied the legends and mythologies of various planets throughout the galaxy, but none have fascinated him so much as the stories from Earth. In his younger years, he was intrigued by the Terran religions favoring the concept of protective, loving gods, especially in their most recent centuries. Many other planets worship their gods because of their power, hoping it will be bestowed on the followers, or at the very least, not turned against them.

The stories of the Great Flood were especially resonant, especially in his more cynical years, and Noah's Ark was his favorite. But even at his most nihilistic, he never forgot how the wrathful god who'd flooded the Earth had that last hope to start anew and chose someone to save the world. Because of that, he went through so much trouble trying to get the Omnitrix down perfectly. And from the start, he thinks he always knew that it would have to be someone from Earth to bear it. Because only a race who were optimistic enough to never stop believing that their gods would protect them—rather than empower or ignore them—could be trusted to carry the hope of the entire galaxy with them.

**7**

_**Confusion**_

He's really not sure what to do about Eunice.

Things were so much easier before Ben came around and outright _beat_ him out of his self-imposed exile. People were not to be trusted. Technology was to be used for peaceful purposes only, with safeguards to ensure they weren't used as weapons of war. Children were loud, messy, annoying, and altogether unwanted especially around sensitive machines. And machines were machines—no matter how advanced the artificial intelligence, it was still a computer, not a living being.

Of course, leave it to Ben to throw yet another wrench into the works and turn the Unitrix into a living, breathing, feeling avatar.

Oh, sure, they've explained that it was actually Gwen's DNA that created the avatar, but who was the one who had the most influence on her? Certainly not Gwen, or Eunice's personality would be a lot more agreeable when he's in a bad mood, rather than teasing him for being a cranky old man.

She does her work well, though. Her natural empathy with all living beings makes it even easier to catalogue new species in Primus. And her love of flowers has led to a botany side-project on another artificial planet.

But then she'll disobey orders. Or she'll ask Ben for a Father's Day card from Earth and give it to Azmuth as a joke. Or any number of things that are just so annoyingly Ben-like that Azmuth has to _fight _not to sarcastically ask her why he doesn't just have Ben as his assistant then because he just _knows_ they would.

Even worse, there are apparently some _teenage girl _things that come and go, making her mood fluctuate and making it utterly impossible to be around her.

It's something he shouldn't have to put up with. Something that wouldn't have happened had a certain someone not decided to interfere in things he shouldn't have (though, as a certain timewalker cheerfully likes to point out, that interference would never have happened had Azmuth called Ben first). And it's not exactly like he can just let her fend for herself—she's so cheerfully naïve that she'll be easy prey, let alone the trouble if someone discovers just what she is.

Primus is really the only place he can put her. A kind of exile, where she can do some good (and he grudgingly admits, more good than just putting the Unitrix into storage). At least until he can figure out what else to do about her.

Or about the several calls she's made "just to talk."

**8**

_**Sacrifices**_

It gets worse with all the other strays he keeps having to take off of Ben's hands. He's a very busy researcher—he doesn't have time to be babysitting all the misfits of the universe that Ben Tennyson manages to create and attract.

But the Ultimates were Albedo's mistake. And Albedo was Azmuth's. So that makes them his responsibility.

It gives him hope that Ben was willing to sacrifice himself so they could live. Trade one life force for six. An unequal exchange, but the emotions behind it were more than enough to balance the equation.

Still, though, he lets them think that it was Ben all along. Particularly Humongousaur. He doesn't let on that it was Albedo who first used the Ultimate transformation, that the beginnings of awareness Ultimate Humongousaur felt at his creation were in response to him and not Ben.

Because he knows that Albedo is unlikely to have been able to make that sacrifice.

And the consequences if the Ultimates found out—Azmuth wouldn't be able to sacrifice that either.

**9**

_**The edge of yesterday**_

One day, between the destruction of the Incursian homeworld and St. George's defeat of Dagon, Azmuth discovered time travel.

It was simple, really. So simple he wondered why he'd never discovered it before. It was twice as easy as cleaving dimensions.

His plan was simpler. Return to the past. Stop himself from creating the sword. Apologize to Zenith, keep her from leaving.

Paradox arrived, presumably to stop his insane plan. But the timewalker only watched as Azmuth destroyed his machine—the only time he'd ever willingly destroyed something he'd created.

Because he knew it would never work.

Sure, he'd be able to get it to send him back in time, and maybe he'd be able to stop his past self. But it went against everything Zenith tried to tell him, and she'd only leave him, _again_, and it would be unbearable to take a second time.

It's probably why he and Paradox are still on speaking terms, that the timewalker didn't interfere and the love-maddened scientist didn't activate his machine. That it was broken willingly, left to shatter alongside the pieces of his unwillingly broken heart (which is ridiculous, of course. Emotions are a product of the brain, not the central muscle of the circulatory system. Paradox tells him to stop being so literal).

But sometimes, even the greatest genius in three galaxies has to admit that there are things he can't do.

And maybe, he has to tell himself, it's for the best.

**10**

_**A place to belong**_

One day it's going to hit him. Or maybe it already has. Azmuth is the one everyone turns to when they have nowhere else to go. The refugees, the misfits, and the exiles of the universe—they all come to him, and somehow, they find a place where they belong.

He snorts derisively and grumbles about Ben turning his lab and Primus into an orphanage or asylum, but the truth is that Ben looks up to him the same way. He regards his opinion even higher than his grandfather's sometimes. So it couldn't be all his fault.

Azmuth isn't what anyone would call a "people person." He's a hermit—or he was until that particular boy broke down his front door and practically dragged him back into the galactic spotlight. He's impersonal, even though he remembers all of his assistants' names and exactly what they're good at and what their limitations are. He doesn't care about people, even though he always comes to Ben's rescue when he knows he's needed and he took in all of those outcast creatures with nowhere else to go.

He's the only family that some of them have, the only one they can trust. And it's not Ben's fault he's this way.

Not anymore.

He is never going to be able to hide himself away in a secluded arm of the galaxy, unconcerned with the rest of the universe. Because he's concerned enough to take its orphans. He'll never be able to reduce the world to hard scientific fact and statistic because impossible beings call his world home. And he won't be able to hold a grudge ever again because there is a teenage boy on Earth who still doesn't feel that he's apologized, no matter how much Azmuth's already seen he's worth forgiving.

And Azmuth is responsible enough (some would say egotistical enough) to admit his own culpability in this. Maybe other people were the catalyst for this change, but Azmuth is the one who decided he would let himself change. Nobody other than he suggested that he take in all of these outcasts and aid those who failed him, and it's something he can't turn back from.

Because they're his home too, now, and maybe he too finally found a place to belong.


	7. Vilgax

**1**

_**Genius**_

Vilgax is the most feared being in the entire Milky Way, but he didn't get that way overnight.

To say that his people aren't fighters is a bit of an exaggeration—something to be told to young men with hero complexes who are otherwise not inclined to help you in any way, shape, or form. But there is a grain of truth in it: the Chimera sui Generis were once hailed as brilliant scientists and engineers, their greatness rivaled only by the Galvan. But a series of civil wars all but destroyed their culture as instable ruler after instable ruler took control of their planet. The planet's name has been changed so many times that even Vilgax doesn't remember its original name anymore; it was wiped from the history archives many generations ago.

Vilgax conquered his homeworld many years before his young nemesis was born, and he'd done so with a combination of ruthlessness and cunning. What many people forget is that Vilgax is a genius in his own right; he knows exactly how hard to quell rebellions so his people will respectfully fear him, but how far not to go so that they will not hate him. He knew to maintain a fleet and travel the galaxy to strike terror into the hearts of the righteous, all while bringing valuable wealth back home to his people. He researched every single powerful artifact that came to his attention, from the sacred crystal of Petropia to the mysterious Omnitrix. And when his temper caused him to consistently lose against an obnoxious child from Earth, he drew on all his remaining patience and waited, conquering ten worlds and finding a valuable advisor before he returned to try to take the Omnitrix once more.

Whatever he can find that may aid him, he puts to use: Osmosian splicing technology and bioids, obscure laws governing lawful invasion, an escapee from the Omnitrix, the Omnitrix-bearer himself, a genius trapped in a body not his own. All of them have aided him in his rise to power, and all have hated themselves for it.

Truth be told, when the Plumbers speak of his savagery and how impossible it is to survive against him, they are vastly underestimating him.

**2**

_**Pride**_

Though he will never admit it, Vilgax is perhaps the single person in the universe proudest of Ben Tennyson after he defeated him in a battle between Ultimates. More than anyone else he has faced in his long life, Ben was the only one who ever truly was his equal. And it wasn't just because he had the Omnitrix; that fool Albedo had the Ultimatrix, and look how far it got him. No, for all the others who have faced him and lived to tell the tale are praised as geniuses and heroes, Vilgax knows the truth. They are incompetent fools, saved by their luck alone—including Max Tennyson, who knows this fact well and takes it to heart. Ben, however, is a prodigy, and only Vilgax can recognize it. For his age, he is remarkably skilled in battle and tactics—far more than anyone even a hundred times his age—and what he lacks in skill he makes up for in raw nerve and a willingness to learn and improvise. And yes, that damnable luck as well, though he's resourceful enough not to rely on it too much. Had things been different, perhaps he would have made a valuable ally.

When Ben faced him in the Conqueror's Challenge, his ego inflated and mistaking luck for skill, no one was more disappointed in him than Vilgax. When he struck Chromastone down and took the Omnitrix for himself, he knew it was a hollow victory, for all he had finally claimed his long sought-for treasure. But when Ben revived himself from the wreckage of his alien body, it was almost enough to make up for it, and Vilgax could at least feel that he had been respectfully defeated when Diamondhead improvised his way to victory. And in each skirmish between then and their as-yet final battle, he searched hard for a sign of the cunning devil who had always thwarted him, as if Ben was the incarnation of each and every demon from childhood superstitions long since forgotten.

But when Ben set off the self-destruct right there, without a trace of emotion, he saw the demon for what he truly was. He was no devil, nor was he a child any longer. He was a grown man, one whom Vilgax had to take seriously and could not afford not to believe in like some bogeyman. And when Ben escaped him and the explosion with something between genius and luck, Vilgax knew that the next time he fought him—when he finally watched that indomitable heart beat its last—it would be an honor to take his life.

**3**

_**Enigma**_

The biggest enigma Vilgax has ever come across is neither the Omnitrix nor Ben Tennyson. It's his own herald, Psyphon. Psyphon arrived out of the blue one day, dropping to his knees before Vilgax and bringing to his attention the long-forgotten Conqueror's Challenge. When Vilgax asked what good it would do him, Psyphon presented the energy transfer device and told him it would be the one chance he would have at matching the Omnitrix.

Psyphon asked for nothing in return other than to be Vilgax's herald and advisor. And since he's clearly not stupid enough to be doing it out of the goodness of his heart, Vilgax doesn't trust him. As a precaution, he secretly injected nanotech explosives into Psyphon's body. When Psyphon inevitably tries to betray him, Vilgax will detonate the devices.

What he doesn't know is that Psyphon removed those devices long ago.

**4**

_**Rebellion**_

Not everyone on Vilgaxia is in awe of their Emperor. There is a small resistance group in the shadows, the Order of the Kraken, led by a charismatic and prudent young Chimera named Praxis. Some say that he is the Chimera equivalent to Ben Tennyson, through Praxis himself is quick to point out that he prefers the shadows more than Tennyson does. He carefully draws people into his organization, never actively recruiting out of fear that they will be discovered. Absolutely everything he does, he handles with care. When Ghostfreak briefly took over the planet, Praxis warned his followers not to get too comfortable with the idea that Vilgax was gone; he would certainly be back. In the meantime, they had to fight off Ghostfreak and protect their families. And when Vilgax did return, Praxis talked down the more hotheaded members of his organization who advocated assassinating him now while his power was weak. He argued that they needed time to ensure that the planet's politics would be stable. Besides, Vilgax had just secured himself as the savior of his people. Any legitimate government they tried to set up after would be rejected, and their planet would be plunged into chaos once more. The most they could afford to do was destroy Ghostfreak's fleet to avoid it falling into their tyrant's hands.

Vilgax knows of this organization, each of its members, and its hidden bases. He knows because he set it up himself; Praxis is and always has been on his payroll. When Praxis asked his Emperor why he didn't just wipe everyone out all at once, Vilgax explained that he preferred to know who his enemies were and who might be tempted to join them. For now, Praxis leads them in circles, waiting until the time is right and he and his Emperor destroy them all.

**5**

_**Here I am God**_

Vilgax is capable of showing mercy, and quite a few people have seen it. But all of these people were fellow Chimera sui Generis.

It's why they love him. He's restored honor and glory to their planet, given them back the wealth and prestige so many conquerors before had stripped of them. Where once they had been slaves, most intellectuals killed off while only the strong survived, he has given them freedom and ensured that they can build a new culture, built as much on the book as on the sword.

They have profited from his conquests and destructions. The wealth of Petropia has gone to their scientists and military. Their agriculture has flourished from the resources of other planets. Crime has been all but eliminated, and not one child goes hungry.

So when he breaks off from fighting Ghostfreak's clones to rescue a little girl, none of his people would have been surprised.

Because they are his responsibility, and when they count on him to protect them, he will do everything in his power to do so.

**6**

_**Mortal**_

There is a story that Vilgax remembers from his years running as a mercenary before returning to conquer his planet. Millennia ago, the most feared conquerors of the galaxy were held as gods among the vanquished. They claimed planets, enslaving whole races, and easily wiping out their enemies. Their technology was so advanced that the primitive peoples they crushed believed it could only be divine. And for all the people were oppressed, they considered it an honor to be simply left alive by their gods—this proved that such terrible beings held them in favor, and the more they pleased their gods, the more they would be rewarded with life.

These conquerors have dwindled to near nothing now, and all to a simple but fatal mistake: they came to believe that they were gods. Once they believed they were divine, they believed they were invulnerable, and they failed to be cautious. Rebels among their slaves were able to work in secret, their personalities not analyzed with nearly as much scrutiny as they should have been. They ignored new technologies being developed among the people and the influence of other races in war.

The few who remain are either very powerful (and only setting themselves up to fall) or very smart (and more difficult to defeat). The lesson has taught Vilgax that he must never believe himself to be a god.

To the Chimera sui Generis, he is their godlike emperor.

To the Flame Keepers, he is the great Diagon.

But Vilgax keeps in mind the taunts of Ben Tennyson and holds them close.

He is Vilgax, the being trapped in an Earth aquarium and unable to shift forms, defeated by a sixteen-year-old child who first bested him at ten.

And that knowledge of his own limitations makes him more powerful than any of the so-called gods before him.

**7**

_**I read your book!**_

A closely guarded secret is that Vilgax has written several books on how to govern nations and seize worlds, all under various pseudonyms, of course. They're amazingly insightful, providing would-be rulers and conquerors the political and military knowledge they need to introduce peace and stability in their realms.

It's made these territories so much easier for him to take for his own.

The one rule he never wrote down was this: Never believe your power is absolute.

**8**

_**The only thing we have to fear is…**_

Vilgax has never feared the Highbreed, for he knew they were a dying race. He did not particularly fear Aggregor, knowing that his method of absorbing power left his mind unstable, focused too much on one particular goal to realize that he could be god already if he weren't so intent on the Forge of Creation. The Forge itself, that fairytale, only leaves some misgiving in his mind, that no being should be allowed to be as powerful as the Celestialsapiens. As long as they are frozen in eternal debate, he is resigned to their existence. That spares him the deadly knowledge that were they to fight, no universe would be spared their wrath.

But he does fear himself. Fears that he will forget why he is fighting and conquering, that he will once again be reduced to that pitiful string of losses against such a brat as Tennyson. That his pride will once again get the better of him, and because of it, his empire will topple. That he will forget to learn from his defeats and instead let them fester and fuel his rage.

That he will be rage without focus, without reason, without a mind.

If his enemies must win, he allows them their victory. He tries not to lose his temper over one meager loss. He needs to plan ahead, whether in his palace or in this aquarium.

To lose may be the only way he can win, if over his own fear at least.

**9**

_**Contingency**_

When Tennyson tells him that Vilgaxia has fallen with his absence, he knows it is a lie. He made a contingency plan just in case.

Praxis and the Order of the Kraken have "conquered" the planet and are ruling it in his absence. By now, they are trying to stabilize everything, trying to win over the people's hearts.

When Vilgax is able to escape, Praxis will hand him a more stable planet—not nearly as stable as it had been when he'd left it, but enough so that it won't rebel again. It also has been so depleted that no one sane will think of rebelling when their Emperor can return them to prosperity.

The Order will be publicly executed for high treason, all save for Praxis, who will be spirited away to a small moon Vilgax has provided for him as a reward. For service to the Emperor, he will be greatly rewarded, with riches and his own colony and a new identity so he can escape retribution.

And so he doesn't think of betraying his Emperor in reality.

Because if there's anything Vilgax has learned, it's the need to plan in case of failure, and he will always have a plan.

**10**

_**In the belly of the beast**_

It is in the belly of the beast, the great creature Diagon, that Vilgax waits, fights, plans, and realizes.

He knows where he made his mistake. He allowed his desire for power to overwhelm his reason. He will rectify this immediately, if he has to tear Diagon's heart out from the inside.

But for all the great dragon tries to digest him, he feels safe. Safe in the knowledge that he has not completely lost himself, that he has not become what he fears—a pitiful fool losing constantly to an overbearing child.

He has changed much over the years. Once, he never would have thought of bothering to save his homeworld, but now he has an empire that is his blessing and bounty. He was once impetuous, relying on fear tactics and power to conquer. Now, he plans better and resigns himself to a few losses as long as he can benefit in the long run. For all he will always hate Tennyson, he can at least now write him off as a minor annoyance on occasion, while taking care not to let the boy come too close to sabotaging his plans.

He will be the one who survives, not this ancient beast who feeds on psyches. His mind is his own, and he will see to it that Diagon will starve.

It is how he will win and how he will be the one to face the Tennyson clan and their new pet immortal. This is only a brief setback. When he returns, he will be more powerful than before. He will have fought the dragon and won.

But until then, he must wait, continuing this slow fight, until the dragon's heart beats its last.

**I'm afraid that I may have made Vilgax come off as a lot smarter than he did in canon, particularly toward the end of _UA_. Also, "Diagon" is a stupid spelling.**

**#5 obliquely refers to the Goa'uld of _Stargate SG-1_, the title for #6 is from a line by Darkseid in the final episode of _Superman: The Animated Series_, #7's title is from _Patton_, and #8's title is part of the famous "fear itself" quote by Franklin D. Roosevelt.**


	8. Albedo

**1**

_**Look in the mirror**_

There are fourteen tics, quirks, and habits that Albedo has picked up from Ben Tennyson. Most of them are unconscious or uncontrollable things like muscle twitches, allergies, and the odd hormonal behavior. His addiction to chili fries is his own, though; Ben only went through them as a phase. But the habit of absently snacking while working on something requiring all of his concentration is pure Ben.

The attitude is definitely his. He's considerably older than Ben even outside the Galvan/human lifespan difference; translate the ages, and Albedo should be close to thirty human years, but incredibly arrogant and rather immature. It's grating to know that his physical age now matches his emotional age. It's even worse to know that Ben's capable of acting far more mature than he is.

**2**

_**Justify**_

Albedo was fired from three different labs for his behavioral problems, since it was impossible for nearly anyone to work with him. He was frequently praised for his brilliance, but there were several criticisms about his arrogance. He ignored it, rationalizing that because he was so brilliant, it set him apart from everyone else. The only one who never really cared was the only one more prickly and impossible than he was, Azmuth. Somehow or another, the fact that Azmuth treated him just the way Albedo treated everyone else made him want to impress him more. Sure, it annoyed him that he wasn't allowed to work on specific parts of the Omnitrix, but he was treated no differently from any of the other assistants on the project, none of whom were allowed to know certain portions that others did. The secrecy and the importance of the project were paramount. Albedo actually managed to justify this attitude because he knew just how important it was.

And then Azmuth let that reckless, idiotic human child keep the thing. Like it was a toy, not the single most important piece of scientific advancement the galaxy—maybe even the entire universe—had ever seen.

Albedo tried to reason with his mentor, but Azmuth wouldn't hear of it. Worse still, one of the project assistants who had been taken back after serving time in Incarcecon for stealing his work, Myaxx, agreed with him—or at least, Albedo could tell she privately did agree, even if she refused to admit it herself.

It felt like everyone had betrayed their principles. That's why he did it. He had to set things right.

It wasn't because he couldn't accept that Azmuth would trust this alien boy where he hadn't trusted his own apprentice. Not at all.

**3**

_**Violence**_

Possibly the most terrifying thought Albedo has ever considered is the possibility that Ben might forgive him. That he'll one day take pity on him, forget the fact that they have no problem trying to kill each other when given the chance. Take him in, make him join that bizarre family he's created, comprised of the most mismatched people the universe has ever seen.

He doesn't know why, but it appalls him. The sheer thought of it keeps him up at night, knowing that given the chance, he would kill Ben before letting him offer that humiliating option. And not just kill him passively, mind. But to personally beat him, feel his bones break, make him bleed, close off his windpipe, smash his skull into the ground—whatever it is, just so he can watch the face that resembles the one he's stuck with just _die_.

He's had nightmares about it, the thoughts have been so intense and hate-inducing. When he wakes from them, he paces around in distress he at least knows is his own. Whether the violent passion is from him or Ben is something that scares him more than the dreams themselves.

**4**

_**Family**_

If you determine family by those who are related to you, Albedo's only remaining family is his older sister, Umbra, who heads up Parallax Observatory in orbit around Galvan Prime. (Ben Tennyson's family doesn't count; he's not human, he's _not_) She had always been just as ambitious as he had been, though she was understanding toward his lack of social skills. She had actually encouraged him, insisting that he must learn to do whatever was necessary to advance his career. When he was arrested for attacking the Omnitrix-wielder, she quietly had him disowned.

If you determine family by those who actually care about your wellbeing (as he knows _they_ do), then Azmuth is his only family. Albedo tries not to think about that.

**5**

_**Better**_

Despite everything, there have been a couple of encounters between Albedo and Ben that didn't result in either of them trying to kill the other. In particular, there was a meeting soon after Vilgax's defeat, and they were just too exhausted to fight.

It was…odd, to say the least. They met behind one of the local eating-houses or whatever they're called on Earth. And Ben seemed like he'd been waiting for him. He was sitting at a table, drinking one of those disgusting beverages—the kind that resemble food prepared for human infants—and he pointed out a bag of chili fries on the table across from him. That way, they'd just have to eat, not sit together or try to converse.

When Albedo's curiosity got the better of him, he noted that Ben was working on some problems in basic trigonometry—simple stuff, subjects mastered while he was still a child—but he was struggling somewhat with it. Against his better judgment, Albedo told him another approach to the math. Unsurprisingly—either because he was too trusting or because he had some sense when it came to geniuses—Ben stopped, erased his progress, and tried it the right way. Albedo snorted and made a comment about how it was amazing humans could manage even the most basic mathematics, and…to his surprise, Ben looked up and glared at him. He then told him that he was sick of hearing different races belittling one another, and whether it was the Galvan or the Highbreed, it didn't make it any more right.

It was possibly the one and only time anyone ever got Albedo to shut up with his arrogance—after all, nothing stung worse than being compared to the genocidal race who had nearly destroyed all life in the galaxy less than a year before. He didn't apologize, but for the first time, he felt like maybe he should. The best he could offer was a guilty admission that maybe humans weren't so bad, especially if they could manage to make even the unhealthiest food in the universe taste appetizing. That at least got a smirk out of Ben as he concentrated on his trigonometry.

Nothing really changed between them. Albedo still hates Ben, and Ben still hates Albedo. It's comfortingly familiar. But if there's anything that's different, it's that Albedo's trying a little harder to keep his hatred limited more to Ben than to the human race as a whole. He grudgingly admits they've made accomplishments, including in aerospace and mathematics, even if there is a lot to be desired. It's not because he's beginning to understand them, nor is he trying to build bridges. He's doing it because he's a Galvan, and they are better than this.

And he'll be damned if a human is going to be better than him.

**6**

_**This never happened**_

Everything about this body requires patience, which isn't one of Albedo's greatest strengths. In order to build or repair anything, he has to carefully maneuver large, clumsy fingers around delicate instruments. He has to calculate the height of anything he needs to walk under, in order to avoid hitting his head. Even worse is that by his calculations, he's getting taller, and these growth spurts mean that he is constantly hungry.

The worst part, however, is grooming. He's grateful that he doesn't have any facial hair growth that he'd have to shave because he worries that with his tenuous motor skills, he might deeply cut himself or nick an artery. When the day does come that facial hair grows in, he's going to just have to deal with it being there. But even worse than that had been the smell. No matter how often he bathed, he constantly smelled some hours later, particularly after doing anything strenuous. He soon learned that humans used a chemical called deodorant to prevent the smell during the day, and he knew he was going to have to steal some for himself.

That was nearly a disaster and a half when he ran into Kevin Levin in the shopping center, and right in the middle of the deodorant aisle, to boot. They stared at each other for a minute before Levin noticed the deodorant in Albedo's hand. Rolling his eyes, he then proceeded to take a different stick of deodorant and hand it to him, warning him that the other was formulated for females. Albedo traded it out, but not before noticing the box in Levin's hand—whatever it was, it read, "tampons." Levin's face took on a quality Albedo supposed would be called "stony," before saying, "Gwen asked me to pick these up." They then parted ways, hoping never to see one another again.

Of course, as these things go, they did. They were enemies, after all. But between them, they've silently vowed never to speak of this again. It's just too embarrassing.

**7**

_**Why?**_

He should blame Hugh for this. Ben never would have known to interfere had Hugh not told him to. He never would have tried to stop Albedo had he known the device was only supposed to restore his original form. At the very least, his allies would have stopped him. And Hugh even admitted that his intent was to sabotage Albedo's chances of becoming Galvan again so he wouldn't leave the Earth.

But he doesn't. And he doesn't know why.

He should hate him. He knows how to hate—he has hatred in spades. Enough to hold Ben accountable even for the flimsiest of reasons. Enough to despise Azmuth for distrusting him and spurring him to create his own Omnitrix and result in this fiasco. Hating Hugh for sabotaging him should be laughably easy.

But he can't. And he doesn't know why.

He doesn't like them very much, these misfit aliens he's gathered into a poor facsimile of a traveling thespian troupe. They can barely perform on stage, let alone in battle during the rare times when they run into trouble with the Forever Knights or someone else who catches wind that they're real aliens and not humans in costume. And Hugh especially is clumsy and irritating—forever stumbling on the sets and rambling on in that nasally voice of his.

But Albedo can neither blame nor hate him or the others. And he doesn't want to be separated from them, for all they test the limits of his patience and continued mental health. His plan all along was to take them with him off-planet, rather than let the Forever Knights have them.

It's that strange thing called friendship—something he has no time for and no patience. He has never needed to rely on anyone, and everyone betrays him anyway.

But they're his friends, and he knows it.

And he doesn't know _why._

**8**

_**Personality conflicts**_

Once, and only once, Albedo made the mistake of attacking when Gwen Tennyson and Kevin Levin were arguing.

The lovers' spat was, for lack of a better term, explosive. Nineteen robots were obliterated by Anodyte energy blasts that overloaded their circuits. A ship's fusion drive almost went critical had Ben not used one of his aliens to contain the radiation.

And after destroying everything of Albedo's, Gwen and Kevin still weren't done. After all, there was still an entire abandoned warehouse to demolish while they pretended they weren't fighting each other.

Albedo and Ben were forced to duck underneath the wreckage of his ship, too terrified to do anything but call a temporary truce. The first chance they got, they made a run for it and hid out at another eating-house. Nobody questioned them as they got their food and ate, catching their breaths and hoping that the argument would settle soon.

"Why?" Albedo had to ask.

Ben looked up in surprise. "Why what?"

"Why stay with them if they argue in such a way that even your wellbeing might be threatened?"

Ben paused for a moment to think, chewing on a fry.

"I guess because I trust them. Yeah, they get into fights and drive me nuts, but I do the same to them. And I know that they're not really going to hurt me or each other. It's just…personality conflicts."

Albedo snorted and almost made a comment about humans' confusing relationships and mating habits, but he remembered the way Ben had nearly lost his temper the last time, and held his tongue. He didn't want to run away from more yelling and explosions.

Though the more he thought about it, the more he thought it explained his former mentor's relationships with his protégés, and he couldn't help but wonder if Ben and Azmuth had more in common than either cared to admit.

**9**

_**Desire**_

In his time performing the role of Ben for _Ben 10 Live_, Albedo put hours of research into the deception until he'd perfected it. One could even say that he made a better Ben than the original (the original, however, was not the one to say this). Part of the plan was that if needed, he could pose as Ben to fool his allies, thereby destroying him from the inside out.

But on one occasion, this backfired in a way that was strange and oddly so _right_.

He went to Julie Yamamoto for some time when he knew that Ben was away taking care of an incident he'd managed to set up. The girl was receptive to him, surprisingly so, willing to do anything for him. It was so at odds with his research that he knew something was wrong.

"You're not Julie Yamamoto, are you?"

The girl seemed shocked for a moment, then closed her eyes and revealed her true form: the Hive Queen, who had assimilated the identity of Elena Validus.

"You're not Ben either, are you?" she asked, sounding genuinely disappointed.

Albedo didn't know why he felt a pang of regret when he revealed his dyed hair and contact lenses, but he was at least relieved that the Queen didn't kill him in rage. Despite himself, he asked why she was going to such lengths to deceive him, and he learned that the identity-lost Hive had fallen in love with Ben and wanted him, and this was the only way she thought she could get him. He proceeded to tell her just how stupid he thought this was.

Amazingly, she didn't kill him for that either.

He thought that was the end of it—and for the sake of his deteriorating sense of self-preservation, he sincerely hoped it _was_—but she arrived some days later to tell him that her deception had failed, just as he'd said it would. She generated tendrils from her drones, gently wrapping them around his body like an embrace, caressing him.

He should have felt more uncomfortable at this, but in the arms of the Queen, he couldn't seem to find his need to survive. Somehow, it seemed bound in her boundless desire.

"Why do you do want me?" he asked. "You know I'm not Ben."

"I know," she answered, her voice low and close to his ears, whispering from the drones.

Any of the drones could have killed him then, and he knew that. Just one plunging into his body, and it could burst a blood vessel, sever a neural connection—do any number of lethal things.

It could also make him her slave, and yet he still had his freedom. If he wanted, he could simply walk through the tendrils wrapped around him. They were flowing, almost liquid—easy to part. She would not hold him prisoner.

She did not _want_ to. She was giving him a choice.

"Why?" he asked, not trusting himself to look at the face now so close to his own. She had shapeshifted her body using the drones around him, taking on her humanoid form. It was not the true form of the Queen drone, nor was it the true form of the human Elena. Her arms were loosely wrapped around him—not enough to hold him fast, but enough to make him feel like she was trying to cling to him.

"Why what?" she asked.

"Why _me_? Ben is the one you wanted."

"But he doesn't want me." There was that profound sadness in her voice again, and he could feel her arms trembling. Was she crying? Was it possible for her to cry?

"Why do you want me?" Albedo asked again, almost desperately.

"I could give you anything you wanted," she offered. "Just wish it, and I can create it. There is nothing I can't do for you."

Her words, her voice, sent shivers through his body—his human body. Was it possible that she could do it? Could she manage to restore his true form, help him create a device that would give him the ability to change back?

But there was a catch. There was _always_ a catch.

His voice shook as he asked, "What do you want?"

The arms pulled back a little. "What?"

"What do you _want_? You have to want something."

And here, he made the mistake of turning to look at her. Her expression was that of complete shock.

"What do I…" she stammered. "What do I want?"

The question had stopped her, confused her, broken her. She let go of him and stepped back, her form changing back and forth: Julie, Elena, the Queen.

"What do I _want_?" she asked, silver tears running down her face.

It was so horrible and beautiful that Albedo found himself reaching for her, putting a hand to her face to wipe the tears from her eyes.

"Elena…"

But the moment he spoke her name, he broke it. She reverted to a swarm of drones, flying away from his hand and out into the light of the moon, never to be seen by his eyes again.

**10**

_**Once upon a dream**_

He knew the odds of seeing her again were low. He knew that it was his fault, that it was his paranoia and his question that had sent her away.

But there were still times, on moonless nights, when he thought he saw a glint of silver in the sky. When he thought he heard her voice on the breeze. When he thought he felt her arms around him.

And when he was caught under the Dream Eater, with doctors preparing him for a risky surgery, he felt warm metal against his skin and a silver voice whisper through his nightmares, "I'm here," and his body and mind went at ease.

**Regarding the final two: I have NO regrets.**


	9. Charmcaster

**1**

_**Voices**_

The last memory Charmcaster has of her father is of him screaming at Hex to take her through the portal, before he died. His usually kind voice was strained and raw from shouting spells all throughout the battle. And occasionally screaming at the golems and Adwatia to keep away from her; she hadn't been old enough to learn much in the way of magic—she'd only known how to create flowers, and they didn't belong on the barren wasteland of their battlefield. When it became clear that all three of them would never make it through the portal alive, Spellbinder shoved Charmcaster at Hex and told them to run. She held onto her uncle's hand (he hadn't held hers, she remembers) and ran as fast as she could. Hex yelled at her for trying to look back, saying she would slow them down. When she couldn't keep up, Hex picked her up and ran into the portal as Adwatia unleashed an attack and Spellbinder went silent.

No matter how much she tries, Charmcaster can't remember her father's face. All she has left is the memory of his voice. The same voice that seemingly called from beyond the grave, calling her home. The voice that nobody other than Gwen could hear, so only she could keep her from stepping off the edge, into Adwatia's trap. The voice that made her cry for the first time in years, then burn in silent rage over falling for the trick.

She will _never_ forgive Adwatia for turning her father's voice against her. Somehow, it's far more unforgivable than enslaving her people and killing him.

**2**

_**Field of innocence**_

Magic was forbidden at home. As long as Adwatia was in power, he knew every drop of mana that escaped him. Charmcaster's family had to learn what they could without actually trying it.

It's part of the reason why Hex and Spellbinder were considered such a threat. With barely any practice whatsoever, they cast high-level spells and managed to actually harm Adwatia.

Every once in a while, there was a rush of new mana going through Legerdomain or something else that could mask any practice with magic. This is when her father and uncle trained, and this is when her father taught her. The first spell she mastered was creating flowers. The next spell she had to master was fire, to dispose of the evidence.

Hex had no patience for her small spells when they arrived on Earth. He was disappointed in her for not having the natural talent that Spellbinder had—the ability to master anything she put her mind to. She gave up early on trying to gain his favor; instead, she worked her hardest to master magic for her own sake. She knew that one day, she would go back home and defeat Adwatia, save her people, and avenge her father.

She just never dreamed that the thing that would save her would be the thing that she started with: a field of flowers.

**3**

_**What is this feeling?**_

Being jealous of Gwen's talent came easy. She had everything: the raw power to even attempt high-level spells, the innate genius that allowed her to master magic quickly, and maybe more importantly, a family that loved and encouraged her. She never knew what it was like to hide her talent, to sacrifice, to serve as a slave, to be abused by both master and uncle, to wait for the day when she could finally overthrow her father's murderer and save her people. It was easy to _hate_ her for that.

Charmcaster doesn't know what to think about Gwen now. The young woman saved her life and helped her defeat Adwatia. They couldn't have done it without each other. Much as she hates to admit it, they probably would have made the greatest partners either world had ever known: with Charmcaster's knowledge and Gwen's power, nothing would be beyond them. She doesn't know whether the thought saddens her or irritates her. It doesn't make her hate Gwen, though.

In the middle of her campaign against the weakened Adwatia, a few of the golems among her troops vanished—summoned to Earth. At once, Charmcaster knew it was Gwen's doing, and she felt an odd sense of pride at this, though she didn't know why.

**4**

_**Addicted to power**_

Charmcaster has always been attracted to power. Powerful people, powerful places, powerful objects—she seeks it out and tries to take it. It began as a matter of sheer survival, and now it's an obsession, an addiction. It's one of the reasons she hasn't left her uncle, no matter how he's treated her.

It's why she can't stand Gwen. It's why she's tried to torture her, targeting her family and friends. Because she wants that power all to herself, and she can't take it. And it kills her. She tries to take Ben and his Omnitrix and fails. She tries to take Kevin, tries to make him bring Gwen to her, but it doesn't last long. It's why they can't just be enemies and even when they're not trying to kill each other, they really can't be friends—there's always the power in the way, and Charmcaster can't have what she wants.

She never could.

**5**

_**Brave new world**_

She wasn't sure what to make of Earth those first few days.

The sky was blue—bright and blindingly so—with a sun, a fierce white-yellow star blazing above. Not the natural light of magic in the sky, dyeing the air a vivid but comfortable pink. Very little of the land was only barren rock, and features like fields of soft, green grass—and her beloved flowers—could be seen even in the cities. At night, the sky was such a deep blue that it was close to black—darkness the likes of which she'd never seen before—but in the darkest places, she could see it was smeared across with stars and a bright, silver moon.

It was almost enough to make her like the strange, magically deaf world.

And humans were the dominant species. Turtles were considered at best, ancient but dumb animals, and at worst, dinner.

Her first taste of turtle soup—prepared by a sadistic and almost vengeful Hex—was another thing she wasn't sure how she felt about, but she knew that she liked this change in the food chain.

**6**

_**Unbreakable vow**_

Glamours and various other tricks have helped her hide on Earth to the point that she's grown more comfortable there, but it's not home and it never will be. Hex was more comfortable with it, barely caring about Legerdomain and only caring for Charmcaster because of the vow he made to his late brother—one she suspects was bound in blood and magic and made unbreakable.

Instead, she chose to think of Earth as a training ground. Should they be able to conquer it, they'd be able to reclaim their home. If Hex is abusive and restricts her, she will study in secret, just as she had under Adwatia's reign. And if Hex shows no interest in returning home, she will overthrow him with her own power, reclaiming the power and world that is her people's birthright.

She didn't need to make it in blood or magic, but it's her unbreakable vow all the same.

**7**

_**Goals**_

She swore to herself a long time ago that she would never lose sight of her goal. That she would do absolutely everything she could to attain it.

Betraying potential allies. Abandoning her family. Taking every advantage she could.

But somehow, Gwen made her forget that goal.

She doesn't know how the girl became everything all of a sudden. She would have been so easy to manipulate. But Charmcaster betrayed her instead, hated her instead.

To the point that in another timeline where Earth was conquered and Legerdomain still in Adwatia's control, Charmcaster could only think of how much she wanted to kill Gwen again and again.

It's ruined her, and she knows it in her heart but she can't let herself see it. See that maybe if things had been different, they could have been friends. Something more.

Instead, they've become much more than enemies.

And in the end, only one could win out: Legerdomain or Gwen. The goal or the girl.

But either way, Charmcaster knew it would destroy her.

**8**

_**The world's one, and only, truth**_

There are legends.

Magic must come at a price, but there is an artifact so powerful, so wonderful, that it overrides that exchange.

So powerful, even moreso than the Alpha Rune, that possessing it makes you essentially a god.

There are many names, but on Earth, the most common is "the Philosopher's Stone." Those who possess it are no longer bound by the laws of alchemy and magic.

She learned about it when she first arrived, and she spent three years searching for the information. She finally found an obscure book in Europe, written by a pair of brothers back in the 1940s.

"Don't even think about it" was the only thing written.

She threw the book against the wall and cursed the names of the brothers until she turned blue. Then her uncle told her to pick up the book and put it on the shelf with the proper respect it should be shown (she burned it later when he wasn't looking).

He at least knew the sacrifice that had to be made: thousands of souls for the chance to bring back just one. He knew that there was no such thing as equivalent exchange.

It's a truth that Charmcaster may never come to accept.

**9**

_**A dream deferred**_

Reviving her father, seeing him for the first time since she was a little girl, was the best thing that had ever happened to Hope.

Hope. She'd almost forgotten the sound of her true name. That word had been forbidden, an emotion that she couldn't let herself give into, out of fear that it would be a lie.

But when Hope saw her father, when she hugged him, when she heard him say her real name, it was all over. The nightmare had ended.

But it might as well have been a dream, and she was forced to waken to reality.

Her father wasn't staying. He was disappointed in her, horrified, and she couldn't understand why.

She can see his face in her dreams now. That look that said he didn't know her anymore, not after what she'd done. The way he said goodbye.

Maybe it would have been better not to have remembered him at all.

**10**

_**False hope**_

She realized a few years later that her true name really was Charmcaster after all.

There was no such thing as hope.

There never had been.

**I know that the actual tortoise that the evil turtle god is based off of is named "Adwaita," but I've got to spell it the way it's pronounced. I refuse to give into another "Dagon/Diagon" fiasco.**

**#6 is a reference to _Harry Potter_ and its Unbreakable Vow—a spell of promise that cannot be broken or else the person bound by it will die. #8 is a sort-of crossover with _Fullmetal Alchemist_, specifically the 2003 version of the anime.**


	10. Paradox

**1**

_**Points of origin**_

Paradox has crisscrossed the timelines countless times over, and from the very start, he's found that it's nearly impossible not to run into Ben, Gwen, and Kevin _somehow_. Whether they time travel or if some past event influences the life of one of them, somehow or another, they're almost always involved.

It's taken a while to sort it out, but he thinks he knows why. Well, at the very least, he knows why for now. He won't admit that he only thinks so, but he's a scientist, and he knows that he needs to keep his options open in case future developments disprove his theory. But this is what he knows so far:

Ben is capable of understanding time on the metaphysical level. While he generally has no clue what he's doing, he usually does well at things he doesn't explicitly have mastered in general. His understanding makes him resilient enough to navigate the chronal barrier at ten and vaguely retain memories of meeting his older self. In fact, his memories in alternate timelines are remarkably resilient. He also is incredibly stubborn and refuses to give up.

Gwen is somehow connected to the entropy of the universe. With her innate Anodyte abilities and her magic, she is able to influence the energies of the universe. Her power reserve gives her the ability to use complex spells far above her understanding—for good or ill. She also has a very caring nature and will do whatever it takes to help those who need it.

And as for Kevin, the funny thing is that he doesn't seem to have much of a connection to the timeline. In fact, as far as Paradox can tell, Kevin has no set destiny. Moreso than Gwen's connection to entropy and Ben's unknowing mastery of time/space, Kevin's removal from destiny makes him a wild card on the team. But there are always constants: He will always meet Ben and Gwen. He will always betray them, at least once. And he will always have that chance to make things right. The choice is up to the rest of them.

The Singularity Point, the Crux Point, and the Divergence Point. Their actions have affected Cross Time on a far greater level than even the timewalker himself.

Paradox has seen many different timelines and universes, but he has to admit that the one he meddles with now may be his favorite. The choices that influence the universe and time itself are not made by one person alone, but by three very headstrong and very goodhearted young people, and no matter what comes out of it, they do all they can to ensure that everything will be right. And Paradox thinks—well, as far as current observations go, though this theory doesn't seem to be in danger of being disproven any time soon—that maybe his real purpose in the universe is to make sure that all their hard work doesn't go to waste.

**2**

_**Direction**_

Several times, he's wished that he could be more direct with the young heroes, especially when they're too young to think completely outside the box. He's wanted to tell Kevin exactly what would happen to him at the Forge of Creation, and he's wanted to tell Ben that he would never ask him to kill anyone. Being unable to be direct with them is what led to Gwen creating an alternate timeline.

But he also knows that this is the only way they'll learn. He's a professor; he remembers enough of his life before the experiment to know that trying to tell any young person anything direct will lead to them going exactly against what he says because they're young and headstrong. While Ben, Gwen, and Kevin know to be more cautious in matters that pertain to the survival of the universe, they're also a little too eager to find an easy way out, out of the fears they won't admit that one little mistake will ruin everything. He has to let them have that fear, and he has to let them try. It's _their _mission, not his.

**3**

_**Schadenfreude**_

Sometimes, though, it's just a lot of fun to mess with them. Kevin is especially fun to annoy, and he can see why Ben does it so often. Azmuth is another favorite target; they may be on good terms, especially since they can easily converse on the metaphysics of space and time without losing one another in the discussion, but Azmuth's persistent pessimism and general lack of patience really can get irritating after a century or two.

Yes, Paradox is smug, but often it's because it's for the others' own good. They need to learn they're not as strong nor as brilliant as they think they are. And unfortunately, he frequently deals with people who don't learn any way but the hard way.

And maybe it's because Paradox has a good sense of schadenfreude.

**4**

_**Imprinting**_

Immortal time-travelers make mistakes too, sometimes, and Paradox is no exception. There's this particularly funny scenario from his earlier decades, when he accidentally influenced a fledgling race a little too much, and they formed a religion around him. He had to go back in time all over again to prevent it before anything could spiral out of control.

He does what he can to avoid them, but he has heard of what happened. They grew to be a powerful race and maintained their interest in time and space travel, as well as little quirks like not going by their real names. They're nigh extinct now, thanks to their own actions, but all in all, they didn't do too badly. Not bad for Paradox's first attempts at meddling.

He does wish, however, that they hadn't picked up that habit of wearing silly hats. He'd only meant it as a joke.

**5**

_**The past should give us hope**_

There are special people throughout the multiverse known as Singularity Points. They exist outside of time and are more or less immune to changes in the timeline. Should someone go back in time to try to kill them, they will still exist even with the interference, with no memory of having been erased.

Paradox isn't a Singularity Point in the strictest sense of the term; he's more or less managed to become one simply by studying the timeline for a hundred millennia. That sort of thing makes it easier to keep track of the changes. Only one other person has managed to do this simply through study, though he erased himself from existence in order to give his younger self a new future, passing the secrets on to him. Paradox had gotten to know this man well during their separate journeys through time, and though he disagreed with him on a great many things (ranging from "Why didn't you marry the girl first and save yourself this trouble?" to "Why are you putting your family—past and future—through so much pain?"), he still respected him a great deal. He hopes that the man's younger alternate will manage to prove himself just as good a man, in his own right.

Interestingly enough, this man was not Ben Tennyson, though there are similarities between the two. The worst similarity can be found in a timeline where Ben's future became completely derailed. Paradox had become too eager to train the boy, to teach him the secrets of time that he understood instinctively. But Paradox forgot one important thing: human minds—including Singularity Points'—were fragile. And time was a harsh mistress. Sometimes, Singularity Points broke. Losing their identities, they devoted themselves only to time and ensuring their existences—because existence was the only thing they had left.

It had happened to someone the other man had known, and the broken Singularity Point became his enemy, and the enemy of his family and his younger self. And so it had happened to this timeline's Ben, who took on the name Eon and became Paradox's enemy. And because they were Singularity Points and they were too far gone, there was no way to repair things to prevent it from happening.

Paradox met his friend after they both found themselves facing dangerous Singularity Points. Sakurai was silent, holding one of the cards from his transformation device as if it carried the weight of the world. And Paradox knew it did. Paradox didn't argue with him, simply letting him go off to doom himself because he knew it was the only thing he could do. In the meantime, he had to try again himself.

Sakurai recruited his younger self. Paradox started anew in Cross Time with a younger, still innocent Ben. Both knew that their protégés would have to battle against their enemies one day, and if they were successful, they'd supplant their future selves. And it was the greatest hope either Sakurai or Paradox could have, morbid as it was. Because the both of them knew that the only hope for the future did lie in the past and the only way to fix your mistakes was to simply try again.

**6**

_**To the children who inherit courage**_

Another Tennyson who Paradox has met in Cross Time is the original Ben 10,000's son, Ken. The boy is impressive—a bit impulsive, yes. A bit of a complainer, true. But he is always open to new ideas and is probably the most forgiving person in the universe.

Paradox wishes that he just weren't so eager to try to be like his father, though he's beginning to understand that there will be differences between them. Their mercy, for one. Ken's forgiveness closed the book on the past and redeemed Ben's sins. He's just not yet old enough to understand that it's his greatest strength.

In the hundred millennia Paradox has been crisscrossing time, he's come across many who were powerful, but fewer who were merciful. And it is those who he believes are the true heroes and those he praises.

And he hopes that one day, Ben will grow to be as fine a man as his son will be.

**7**

_**Vague**_

To be perfectly honest, Paradox is a lot more straightforward than some of his fellow timewalkers—or time _riders_, he should say. He's seen so many convoluted schemes to protect the flow of time that it could give him a headache. It's ranged from protecting the future by erasing all memory of it to outright (and admittedly, accidentally) creating a conquered present while trying to ensure someone's birth. And these are the schemes by those who try to _protect_ time. He refuses to touch the messes caused by those who didn't care about the flow of time, so long as it resulted in one person surviving—one of the reasons he tried to talk Gwen out of her mad scheme.

There are rules that bind Paradox as well as these others, and he does all he can to abide by them. True, in moments of desperation, he does circumvent things a little bit, but there are lines he refuses to cross. It can be done a lot more cleanly and without having to attract more entropy in the universe to stabilize the timeline.

When Ben, Kevin, and Gwen complain that he's being too vague or that they'd like him to be more proactive in preserving time, sometimes he just wants to tell them how bad it could be.

Then again, knowing them? It would only make a bigger mess.

**8**

_**But your enemies closer**_

He hates to admit it, but there are times when he's had to work with their enemies.

It's because Albedo's discovered something that may save all of time. Or Vilgax needs to win in order to gain a strong foothold against another, much more powerful enemy. Or Hex knows just the right spell to save everything if he can be persuaded.

It's not that Paradox likes working with them. He hates it. He knows how destructive they are. But he also knows they care about their own self-interests enough that when they do have what he needs to save everything, it's not hard to convince them. Even if it means he has to let them have a few victories.

He could change them, of course. Rewrite their pasts. Alter their destinies. Circumvent every treaty he's ever made with the greatest beings of the universes. Be like a god.

But he wouldn't.

True, he knows he may one day grow tired of sanity and revert to insanity once more, but he was never fond of megalomania.

It's what separates him from them.

And it's how he can keep from feeling too guilty when he does have to work with them.

**9**

_**Insanity**_

Somewhere, in the infinite universes, there is a world where Ken and Devlin will meet Ben and a reformed Kevin. The situation will be dire enough for Paradox to permit the interference between worlds and times, no matter the risk to the fabric of reality.

But he's pretty sure that reality was ripped a new one when Devlin broke the awkward tension between him and Kevin by quipping, "Dad, I quit school to become a pirate."

Paradox isn't sure whether to join the Tennysons' laughter or palm his face. Either way, it's proven that insanity really isn't worth it sometimes.

**10**

_**Neverending**_

He's been to the beginning and end of the universe, and of time, and he still doesn't know what lesson he should take from it. It has left him with a drive to help the protectors of the universe, who care deeply about their fellow beings and wish to save everything at all costs. But at times, the futility of what he's doing, what everyone's doing, has hit him.

And yet, he keeps going. And so do they.

He doubts that's the lesson that he should learn from it—that's something they've all already known. After all, who was the man so gleeful in the face of danger, ready to tear apart space and time for the sake of science and calmly accept the possibility that he'd caused his own undoing with that fateful experiment?

Maybe there was never a lesson after all. Maybe it was just another thing he saw for the sake of seeing it, all while remaining unchanged, a fixed point in time watching it all go past others and leaving him untouched.

Maybe the more things changed, the more they stayed the same. There were always constants to the universe.

And he knew that he'd always be one of those constants.

He knew. His future self told him so.

What? You expected him not to cheat?

**And all one hundred are finally complete. There are multiple references to _Kamen Rider Den-O _throughout this—kind of as a teaser to my upcoming crossover "Derailed." #5 is actually not part of that universe, but I had to do the crossover. The title of #6 comes from a song from the _Digimon_ franchise. The joke at the end of #9 was kind of based off the movie _Kaizoku Sentai Gokaiger VS Uchuu Keiji Gavan_, where it almost seems at one point like Marvelous, Gokai Red, could have been Space Sheriff Gavan's son who went off and became a space pirate.**


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